Form 8-K

8-K — Liberty Capital Corp/NV

Accession: 0001104659-26-078869

Filed: 2026-06-29

Period: 2026-06-29

CIK: 0002057463

SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)

Item: Entry into a Material Definitive Agreement

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

Item: Financial Statements and Exhibits

Documents

8-K — tm2619049d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2619049d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2619049d1_8k.htm · Sequence: 1

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2026-06-29

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2026-06-29

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2026-06-29

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 29, 2026

LIBERTY CAPITAL CORPORATION

(Exact name of registrant as specified in its

charter)

Nevada

001-42742

36-5128842

(State

or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip

code)

Registrant's telephone number, including area

code: (720) 875-5900

Not Applicable

(Former name or former

address, if changed since last report)

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

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

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

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

¨ Pre-commencement

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

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol

Name

of each exchange on which registered

Series A GCI Group Common Stock

GLIBA

The Nasdaq Stock Market LLC

Series C GCI Group Common Stock

GLIBK

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

On June 29, 2026, GCI, LLC

(“GCI”), a wholly-owned subsidiary of Liberty Capital Corporation, a Nevada corporation (“Liberty Capital”), entered

into an Amendment No. 1 to Ninth Amended and Restated Credit Agreement (the “Amendment Agreement”) by and among GCI, the subsidiary

guarantors party thereto, the incremental lenders party thereto, Credit Agricole Corporate and Investment Bank, as administrative agent,

and the other parties thereto, which amended GCI’s Ninth Amended and Restated Credit Agreement, dated as of March 25, 2025 (as amended

by the Amendment Agreement, the “Credit Agreement”), by and among GCI, the subsidiary guarantors party thereto, the lenders

party thereto, Credit Agricole Corporate and Investment Bank, as administrative agent, and the other parties thereto, to add (x) subject

to the occurrence (or concurrent consummation) of the acquisition of Q Gateway Intermediate Holdings, LLC (the “Quintillion Acquisition”)

by GCI Holdings, LLC, a Delaware limited liability company (“GCI Holdings”) and a wholly owned subsidiary of Liberty Capital,

(1) a delayed draw incremental senior secured term A loan facility in an initial aggregate principal amount of $155 million (the “Term

A-1 Loan”) that matures on the earlier of December 15, 2031 and the fifth anniversary of its funding date and (2) an incremental

revolving facility in an initial aggregate principal amount of $25 million (the “New L/C Facility”) for letters of credit

that matures on March 25, 2030 (or, to the extent GCI’s Senior Notes due 2028 (the “Senior Notes”) remain outstanding,

the date that is 91 days prior to the maturity date of the Senior Notes or the date that is 91 days prior to the maturity date of any

indebtedness with a maturity date that is 91 days prior to March 25, 2030 that is used to refinance any of the Senior Notes) and (y) an

incremental senior secured term A loan facility in an initial aggregate principal amount of $300 million (the “Term A-2 Loan”,

together with the Term A-1 Loan, the “Incremental Term A Loans”) that matures on June 29, 2031.

Incremental Term A Loan borrowings

that are alternate base rate loans bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between

1.00% and 1.75% depending on GCI’s total leverage ratio. Incremental Term A Loan borrowings that are SOFR loans bear interest at

a per annum rate equal to the applicable SOFR plus a margin that varies between 2.00% and 2.75% depending on GCI’s total leverage

ratio. Principal payments are due quarterly on the Term A-2 Loan equal to 0.25% of the original principal amount, which may step up to

1.25% of the original principal amount of the Term A-2 Loan depending on GCI’s secured leverage ratio. Principal payments on the

Term A-1 Loan are not required during the first eight full fiscal quarters following the funding date thereof, and thereafter are payable

in equal quarterly installments in an amount per annum equal to (x) 2.50% of the original principal amount of the Term A-1 Loan for the

next eight full fiscal quarters and (y) 5.0% of the original principal amount of the Term A-1 Loan for each full fiscal quarter thereafter.

The revolving credit facility

borrowings under the New L/C Facility that are alternate base rate loans bear interest at a per annum rate equal to the alternate base

rate plus a margin that varies between 0.50% and 1.25% depending on GCI’s total leverage ratio. The revolving credit facility borrowings

under the New L/C Facility that are SOFR loans bear interest at a per annum rate equal to the applicable SOFR plus a margin that varies

between 1.50% and 2.25% depending on GCI’s total leverage ratio.

The proceeds of the Incremental

Term Loans and the New L/C Facility may be used for any purpose permitted by the terms of the Credit Agreement. The proceeds of the Term

A-1 Loan are intended to be used to fund a portion of the purchase price (including related fees and expenses) related to the Quintillion

Acquisition or repay or retire indebtedness incurred in connection with the Quintillion Acquisition. The New L/C Facility is intended

to be used to issue letters of credit, including for the replacement of existing letters of credit made in connection with the Quintillion

Acquisition. The proceeds of the Term A-2 Loan, net of certain fees and expenses, will be used for general corporate purposes, including,

but not limited to, the retirement of existing indebtedness of GCI.

Each loan may be prepaid at

any time and from time to time without penalty other than customary breakage costs. The terms of the Credit Agreement include customary

representations and warranties, customary affirmative and negative covenants and customary events of default. At any time after the occurrence

of an event of default under the Credit Agreement, the lenders may, among other options, declare any amounts outstanding under the Credit

Agreement immediately due and payable and terminate any commitment to make further loans under the Credit Agreement.

The obligations under the

Credit Agreement are secured by a security interest on substantially all of the assets of GCI and the subsidiary guarantors, as defined

in the Credit Agreement, and on the equity interests of GCI Holdings.

The foregoing description

of the Amendment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Amendment Agreement,

a copy of which is filed herewith as Exhibit 10.1 and the terms of which are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation

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

The information set forth

under Item 1.01 is hereby incorporated by reference into this Item 2.03 in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Amendment No. 1 to Ninth Amended and Restated Credit Agreement, dated June 29, 2026, by and among GCI, LLC, the subsidiary guarantors party thereto, the lenders party thereto, Credit Agricole Corporate and Investment Bank, as administrative agent, and the other parties thereto

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities

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

authorized.

Date: June 29, 2026

LIBERTY CAPITAL CORPORATION

By:

/s/ Brittany A. Uthoff

Name: Brittany A. Uthoff

Title: Vice President and Assistant Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2619049d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT NO. 1 TO NINTH AMENDED AND RESTATED

CREDIT AGREEMENT

AMENDMENT NO. 1 TO NINTH

AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of June 29, 2026, by and among GCI, LLC (the

“Borrower”), the Subsidiary Guarantors, Ventures Holdco, LLC, Credit Agricole Corporate and Investment Bank, as administrative

agent (in such capacity, the “Administrative Agent”), the 2026 Incremental Term A-1 Lender (as defined below), the

2026 Incremental Term A-2 Lender (as defined below), the 2026 Incremental Revolving Lender (as defined below) and the 2026 Incremental

Issuing Bank (as defined below).

W I T N E S S E T H :

WHEREAS, the Borrower, the

Lenders from time to time party thereto and the Administrative Agent, among others, are parties to that certain Ninth Amended and Restated

Credit Agreement, dated as of March 25, 2025 (as amended, restated, supplemented or otherwise modified prior to the date hereof,

the “Existing Credit Agreement”);

WHEREAS, pursuant to and

in accordance with Section 2.13 of the Existing Credit Agreement, the Borrower has requested to (i) incur a new Class of

Term Loans in an aggregate principal amount of $155,000,000 (the “Incremental Term A-1 Loan Commitments”), (ii) incur

a new Class of Term Loans in an aggregate principal amount of $300,000,000 (the “Incremental Term A-2 Loan Commitments”)

and (iii) incur a new Class of Revolving Commitments in an aggregate principal amount of $25,000,000 (which Revolving Commitments

shall be solely for the purpose of the issuance of Letters of Credit and will not be available to be drawn as Revolving Loans (other

than Revolving Loans incurred pursuant to Section 2.9(e) of the Amended Credit Agreement)) (the “Incremental Revolving

Commitments”, and together with the Incremental Term A-1 Loan Commitments and Incremental Term A-2 Loan Commitments, the “Incremental

Commitments”);

WHEREAS,

(x) the proceeds of the Incremental Term A-1 Loan Commitments are intended to be used by the Borrower to fund a portion of

the purchase price (including related fees and expenses) to acquire (the “Quintillion Acquisition”) Q Gateway Intermediate

Holdings, LLC, a Delaware limited liability company, by GCI Holdings, LLC pursuant to that certain Securities Purchase Agreement, dated

as of April 21, 2026 by and among Q Gateway Ultimate Holdings, LLC, GCI Holdings, LLC and GCI Liberty, Inc (n/k/a Liberty Capital

Corporation) (the “Quintillion Purchase Agreement”) and/or refinance indebtedness incurred in connection with the

Quintillion Acquisition (including, but not limited to, the repayment of all or a portion of the then outstanding Revolving Loans), (y) the

proceeds of the Incremental Term A-2 Loan Commitments are intended to be used by the Borrower for (i) the repayment of outstanding

Revolving Loans, (ii) the retirement by repurchase or otherwise of a portion of the Borrower’s existing 2028 Notes (the “2026

Refinancing”) and (iii) the payment of interest, premiums and fees and expenses in connection with such repayments and/or

retirement and (z) the Incremental Revolving Commitments are intended to be used to issue Letters of Credit (including to replace

letters of credit in connection with the Quintillion Acquisition), including to fund reimbursement obligations in respect of drawn but

unreimbursed Letters of Credit (collectively, the “Amendment No. 1 Transactions”); and

WHEREAS, the Borrower, Subsidiary

Guarantors, Ventures Holdco, the 2026 Incremental Term A-1 Lender, the 2026 Incremental Term A-2 Lender, the 2026 Incremental Revolving

Lender, 2026 Incremental Issuing Bank and the Administrative Agent have agreed, on the terms and conditions set forth herein in accordance

with Section 2.13 of the Existing Credit Agreement, to amend the Existing Credit Agreement as set forth herein.

NOW, THEREFORE, in consideration

of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.     Definitions.

Capitalized terms used but not otherwise defined in this Amendment have the same meanings as specified in the Amended Credit Agreement

(as defined below).

SECTION 2.     Incremental

Commitments.

(a)      On

the Amendment No. 1 Effective Date (as defined below), subject solely to the satisfaction (or waiver) of the conditions set forth

in Section 4 hereof:

(i) the

Person that has executed this Amendment as a “2026 Incremental Term A-1 Lender”

(the “2026 Incremental Term A-1 Lender”) hereby agrees to provide the

2026 Incremental Term A-1 Loan Commitments to the Borrower in an amount equal to the amount

set forth opposite the 2026 Incremental Term A-1 Lender’s name on Schedule 1 hereto.

(ii) the

Person that has executed this Amendment as a “2026 Incremental Term A-2 Lender”

(the “2026 Incremental Term A-2 Lender”) hereby agrees to provide the

2026 Incremental Term A-2 Loans to the Borrower in an amount equal to the amount set forth

opposite the 2026 Incremental Term A-2 Lender’s name on Schedule 1 hereto.

(iii) the

Person that has executed this Amendment as a “2026 Incremental Revolving Lender”

(the “2026 Incremental Revolving Lender” and, together with the 2026 Incremental

Term A-1 Lender and the 2026 Incremental Term A-2 Lender, the “2026 Incremental

Lenders”) hereby agrees to provide the 2026 Incremental Revolving Commitments to

the Borrower in an amount equal to the amount set forth opposite the 2026 Incremental Revolving

Lender’s name on Schedule 1 hereto.

(iv) the

Person that has executed this Amendment as a “2026 Incremental Issuing Bank”

(the “2026 Incremental Issuing Bank”) hereby agrees to act as an Issuing

Bank under the Amended Credit Agreement with respect to Letters of Credit issued pursuant

to the 2026 Incremental Revolving Commitments.

For

the avoidance of doubt, (x) the 2026 Incremental Term A-1 Loans shall constitute a separate Class of Term Loans from any other

Term Loans outstanding as of the Amendment No. 1 Funding Date, (y) the 2026 Incremental Term A-2 Loans shall constitute

a separate Class of Term Loans from any other Term Loans outstanding as of the Amendment No. 1 Effective Date, and (z) the

2026 Incremental Revolving Loans shall constitute a separate Class of Revolving Loans from any other Revolving Loans outstanding

as of the Amendment No. 1 Funding Date.

(b)      It

is understood and agreed that (i) this Amendment shall be deemed to constitute an “Incremental Amendment” as set forth

in Section 2.13 of the Existing Credit Agreement and (ii) from and after the funding thereof on the Amendment No. Funding

Date and Amendment No. 1 Effective Date, as applicable, the 2026 Incremental Term A-1 Loans and 2026 Incremental Term A-2 Loans

made pursuant to this Amendment shall be deemed to be “Term Loans” for purposes of the Amended Credit Agreement. From and

after the Amendment No. 1 Effective Date, each 2026 Incremental Term A-2 Lender shall be bound by the provisions of the Credit Agreement

as a “Lender” and a “Term Lender” holding Term Loans. From and after the Amendment No. 1 Funding Date, (i) the

2026 Incremental Revolving Commitments shall be deemed to be “Revolving Commitments” for purposes of the Amended Credit Agreement

and (ii) (A) each 2026 Incremental Term A-1 Lender shall be bound by the provisions of the Credit Agreement as a “Lender”

and a “Term Lender” holding Term Loans and (B) the 2026 Incremental Revolving Lender shall be a “Revolving Lender”

holding Revolving Loans and Revolving Commitments, in each case, under the Amended Credit Agreement. For the avoidance of doubt, the

(i) 2026 Incremental Revolving Commitments shall not constitute “Revolving Commitments” and (ii) 2026 Incremental

Term A-1 Loan Commitments shall not constitute “Commitments” under the Amended Credit Agreement until, and subject to the

occurrence of, the Amendment No. 1 Funding Date.

SECTION 3.     Amendment

of Existing Credit Agreement. Subject to the terms and conditions set forth herein, (i) the Existing Credit Agreement is,

effective as of the Amendment No. 1 Effective Date, hereby 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 Existing Credit Agreement attached as Exhibit A hereto (the “Amended

Credit Agreement”) and (ii) Schedule 1.1A to the Existing Credit Agreement is, effective as of the Amendment No. 1

Effective Date, hereby amended by adding the tables attached as Schedule 1 hereto.

SECTION 4.     Conditions

to Effectiveness of this Amendment. This Amendment (including the amendments set forth in Section 3 of this Amendment),

the obligation of the 2026 Incremental Term A-2 Lender to make the Incremental Term A-2 Loans to the Borrower in an aggregate principal

amount equal to its Incremental Term A-2 Loan Commitment, the obligations of the 2026 Incremental Term A-1 Lender to provide the 2026

Incremental Term A-1 Loan Commitment to the Borrower under the Amended Credit Agreement and the obligations of the 2026 Incremental Revolving

Lender to provide the 2026 Incremental Revolving Loan Commitment to the Borrower under the Amended Credit Agreement shall become effective

as of the first date (the “Amendment No. 1 Effective Date”) when each of the following conditions shall have

been satisfied (or waived by the Amendment No. 1 Lead Arranger):

(a)      The

Administrative Agent (or its counsel) shall have received from (i) the Borrower, Ventures Holdco and the Subsidiary Guarantors,

(ii) the 2026 Incremental Term A-1 Lender, (iii) the 2026 Incremental Term A-2 Lender (iv) the 2026 Incremental Revolving

Lender, (v) the 2026 Incremental Issuing Bank and (vi) the Administrative Agent, either (1) counterparts of this Amendment

signed on behalf of such parties or (2) written evidence satisfactory to the Administrative Agent (which may include facsimile or

other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.

(b)     Immediately

before and after giving effect to, on, as of, and at the time of, the Amendment No. 1 Effective Date, (i) the representations

and warranties of the Loan Parties set forth in Section 5 hereof shall be true and correct in all material respects (other

than to the extent already qualified by materiality, in which case such representations and warranties shall be true and correct in all

respects) and (ii) the Administrative Agent shall have received a certificate of the Borrower dated the Amendment No. 1 Effective

Date to such effect in a form reasonably acceptable to the Administrative Agent, signed by a Responsible Officer of the Borrower.

Administrative Agent shall have received the following executed legal opinions: (x) the legal opinion of O’Melveny &

Myers LLP, special counsel to the Loan Parties; (y) the legal opinion of Dillon Findley & Simonian, P.C., special Alaska

counsel to the Loan Parties; and (z) the legal opinion of the Borrower by Moira Smith, special internal Alaska counsel to the Loan

Parties, in each case, dated the Amendment No. 1 Effective Date, covering such matters as the Administrative Agent may reasonably

request and otherwise reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such

opinions.

(d)     The

Administrative Agent shall have received a certificate of each of the Loan Parties, dated the Amendment No. 1 Effective Date, substantially

in the form of Exhibit F to the Credit Agreement with appropriate insertions (or certifying that there have been no changes to such

insertions and attachments since the applicable certificate was delivered to the Administrative Agent on March 25, 2025 or, in the

case of SPITwSPOTS Inc., June 16, 2026), executed by a Responsible Officer of each such Loan Party.

(e)      The

Administrative Agent shall have received a solvency certificate signed by a Financial Officer on behalf of the Borrower dated the Amendment

No. 1 Effective Date (after giving effect to this Amendment and the transactions contemplated hereby on the Amendment No. 1

Effective Date) in form and substance reasonably satisfactory to the Amendment No. 1 Lead Arranger and Administrative Agent.

(f)      The

Amendment No. 1 Lead Arranger and the Administrative Agent shall have received, at least three (3) Business Days prior to the

Amendment No. 1 Effective Date, all documentation and other information about the Loan Parties that shall have been reasonably requested

in writing at least ten (10) Business Days prior to the Amendment No. 1 Effective Date and that the Administrative Agent or

the Amendment No. 1 Lead Arranger have reasonably determined is required by United States regulatory authorities under applicable

“know your customer” and anti-money laundering rules and regulations, including, without limitation, Title III of the

USA PATRIOT Act and the Beneficial Ownership Regulation.

(g)

[reserved].

(h)      The

Administrative Agent shall have received payment or reimbursement, in immediately available funds, of all reasonable and documented fees

and expenses of counsel to the Administrative Agent and the Amendment No. 1 Lead Arranger then due and payable in connection with

this Amendment as agreed in writing by the Borrower, in each case to the extent invoiced to the Borrower at least three (3) Business

Days prior to the Amendment No. 1 Effective Date.

(i)       The

Borrower shall have paid in full or, substantially concurrently with the satisfaction of the other conditions precedent set forth in

this Section 4, shall pay in full the Amendment No. 1 Lead Arranger, any other titled banks and the Administrative Agent

(on behalf of the 2026 Incremental Term A-1 Lenders, 2026 Incremental Term A-2 Lenders and the 2026 Incremental Revolving Lenders), as

applicable, any fees in the amounts previously agreed in writing by the Borrower to be received by such parties on the Amendment No. 1

Effective Date.

(j)       The

Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that

the 2026 Incremental Term A-2 Lender make 2026 Incremental Term A-2 Loans to the Borrower on the Amendment No. 1 Effective Date.

(k)      The

Administrative Agent shall have received the certificate described in clause (b)(y) of the definition of “Applicable Margin”

dated the Amendment No. 1 Effective Date, signed by a Responsible Officer of the Borrower and in a form reasonably acceptable to

the Administrative Agent.

(l)       The

Borrower shall have delivered to any 2026 Incremental Term A-2 Lender that requests its 2026 Incremental Term A-2 Loans be evidenced

by a Note at least three (3) Business Days prior to the Amendment No. 1 Effective Date, a Note payable to such 2026 Incremental

Term A-2 Lender.

The Administrative Agent shall

notify the Borrower and the Lenders of the Amendment No. 1 Effective Date, and such notice shall be conclusive and binding.

SECTION 5.     Representations

and Warranties. To induce the other parties hereto to enter into this Amendment, each Loan Party represents and warrants to each

of the 2026 Incremental Term A-1 Lender, 2026 Incremental Term A-2 Lender, 2026 Incremental Revolving Lender, 2026 Incremental Issuing

Bank and the Administrative Agent that, as of the Amendment No. 1 Effective Date (after giving effect to this Amendment and the

transactions contemplated hereby on the Amendment No. 1 Effective Date):

(a)      This

Amendment has been duly authorized, executed and delivered by each Loan Party and constitutes, and the Amended Credit Agreement will

constitute, its legal, valid and binding obligation, enforceable against each of the Loan Parties in accordance with its terms, subject

to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject

to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and implied covenants of good

faith and fair dealing.

(b)      The

representations and warranties of each Loan Party set forth in the Loan Documents (as defined in the Amended Credit Agreement) are, after

giving effect to this Amendment, true and correct in all material respects on and as of such date, except (i) to the extent such

representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct

in all material respects as of such earlier date) and (ii) to the extent already qualified by materiality, in which case such representations

and warranties shall be true and correct in all respects.

Default shall or would exist immediately before or immediately after giving effect to this Amendment.

SECTION 6.     Effect

of Amendment; Reaffirmation.

(a)      Except

as expressly set forth herein (including the Amended Credit Agreement), this Amendment shall not, by implication or otherwise, limit,

impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Administrative Agent under the Credit

Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,

covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects

and shall continue in full force and effect. This Amendment shall not constitute a novation of obligations under the Credit Agreement

or any other Loan Document. Except as expressly set forth herein (including the Amended Credit Agreement), nothing herein shall entitle

any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants

or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(b)      On

and after the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,”

“hereof,” “herein” or words of like import, and each reference to the “Credit Agreement,” “thereunder,”

“thereof,” “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit

Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other

Loan Documents.

of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Loan Party has granted

liens or security interests in its property or otherwise acted as accommodation party or guarantor, as the case may be, hereby (i) ratifies

and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is

a party (after giving effect to this Amendment) and (ii) to the extent such Loan Party granted liens on or security interests in

any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under

or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and

agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby (after giving effect to this

Amendment).

SECTION 7.     Miscellaneous.

(a)      This

Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when

so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

Delivery of any executed counterpart of a signature page to this Amendment by facsimile transmission or other electronic transmission

(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic

Signatures and Records Act or other applicable law, e.g., www.docusign.com) shall be effective as delivery of a manually executed counterpart

hereof.

(b)      THIS

AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF

THE STATE OF NEW YORK.

headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

(d)      The

provisions set forth in Section 10.3 of the Credit Agreement, the second paragraph of Section 10.9 of the Credit Agreement

and Section 10.10 of the Credit Agreement are each hereby incorporated mutatis mutandis with all references to the “Agreement”

therein being deemed references to this Amendment.

[Signatures on following pages.]

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

the date first set forth above.

CREDIT AGRICOLE CORPORATE AND INVESTMENT

BANK, as Administrative Agent

By:

/s/ Debby Sotelo

Name: Debby Sotelo

Title: Director

By:

/s/ Wudasse Zaudou

Name: Wudasse Zaudou

Title: Director

[GCI –Signature Page

to Amendment No. 1 to Ninth Amended and Restated Credit Agreement]

BORROWER:

GCI, LLC

By:

/s/ Peter J. Pounds

Name: Peter J. Pounds

Title: Senior Vice President/Finance

GUARANTORS:

GCI HOLDINGS, LLC

By:

/s/ Peter J. Pounds

Name: Peter J. Pounds

Title: Senior Vice President, Chief Financial Officer & Treasurer

GCI CABLE, INC.

GCI COMMUNICATION CORP.

By:

/s/ Peter J. Pounds

Name: Peter J. Pounds

Title: Senior Vice President, Chief Financial Officer Secretary & Treasurer

GCI WIRELESS HOLDINGS, LLC

By:

/s/ Peter J. Pounds

Name: Peter J. Pounds

Title: Chief Financial Officer, Treasurer & Secretary

POTTER VIEW DEVELOPMENT CO., INC.

By:

/s/ Peter J. Pounds

Name: Peter J. Pounds

Title: Secretary & Treasurer

[GCI –Signature Page to Amendment No. 1 to Ninth Amended and Restated

Credit Agreement]

CYCLE 30, INC.

GCI NADC LLC

GCI SADC LLC

DENALI MEDIA HOLDINGS, CORP.

BBN, INC.

SUPERVISION, INC.

INTEGRATED LOGIC LLC

KODIAK KENAI FIBER LINK, INC.

KODIAK-KENAI CABLE COMPANY, LLC

By:

/s/ Peter J. Pounds

Name: Peter J. Pounds

Title: Treasurer

GCI FIBER COMMUNICATION CO., INC.

By:

/s/ Peter J. Pounds

Name: Peter J. Pounds

Title: Secretary

BORTEK, LLC

By: GCI HOLDINGS, LLC, its sole member

By:

/s/ Peter J. Pounds

Name: Peter J. Pounds

Title: Senior Vice President, Chief Financial Officer, Secretary & Treasurer

THE ALASKA WIRELESS NETWORK,

LLC

By:

/s/

Peter J. Pounds

Name: Peter J. Pounds

Title: Senior Vice President & Chief Financial Officer

[GCI – Signature Page to Amendment No. 1 to Ninth Amended and Restated

Credit Agreement]

ALASKA UNITED FIBER SYSTEM PARTNERSHIP

By: GCI COMMUNICATION CORP., its general

partner

By:

/s/ Peter J. Pounds

Name: Peter J. Pounds

Title: Senior Vice President, Chief Financial Officer, Secretary & Treasurer

By: GCI HOLDINGS, LLC, its general

partner

By:

/s/ Peter J. Pounds

Name: Peter J. Pounds

Title: Senior Vice President, Chief Financial Officer, Secretary & Treasurer

VENTURES HOLDCO, LLC

By:

/s/

Brittany A. Uthoff

Name: Brittany A. Uthoff

Title: Vice President and Assistant Secretary

SPITWSPOTS INC.

By:

/s/ Aaron Larson

Name: Aaron Larson

Title: President and Chief Executive Officer

[GCI – Signature Page to Amendment No. 1 to Ninth Amended and Restated

Credit Agreement]

CoBank, ACB, as 2026 Incremental

Term A-1 Lender

By:

/s/ K. Cameron Dawkins

Name: K. Cameron Dawkins

Title: Managing Director

[GCI – Signature Page to Amendment No. 1 to Ninth Amended and Restated

Credit Agreement]

CoBank, ACB, as 2026 Incremental

Term A-2 Lender

By:

/s/ K. Cameron Dawkins

Name: K. Cameron Dawkins

Title: Managing Director

[GCI – Signature Page to Amendment No. 1 to Ninth Amended and Restated

Credit Agreement]

CoBank, ACB, as 2026 Incremental

Revolving Lender

By:

/s/

K. Cameron Dawkins

Name: K. Cameron Dawkins

Title: Managing Director

[GCI – Signature Page to Amendment No. 1 to Ninth Amended and Restated

Credit Agreement]

CoBank, ACB, as 2026 Incremental

Issuing Bank

By:

/s/

K. Cameron Dawkins

Name: K. Cameron Dawkins

Title: Managing Director

[GCI – Signature Page

to Amendment No. 1 to Ninth Amended and Restated Credit Agreement]

SCHEDULE 1

Commitments

2026 Incremental Term

A-1 Lender

2026 Incremental

Term A-1 Loan Commitment

CoBank,

ACB

$ 155,000,000

Total:

$ 155,000,000

2026 Incremental Term

A-2 Lender

2026 Incremental

Term A-2 Loan Commitment

CoBank,

ACB

$ 300,000,000

Total:

$ 300,000,000

2026 Incremental Revolving

Lender

2026 Incremental

Revolving Commitment

CoBank,

ACB

$ 25,000,000

Total:

$ 25,000,000

EXHIBIT A

Amended Credit Agreement

[See attached]

Exhibit A

NINTH AMENDED AND RESTATED CREDIT AND GUARANTEE

AGREEMENT

dated as of March 25, 2025

amended by Amendment No. 1, dated as of June 29, 2026

among

GCI, LLC,

as Borrower,

the Subsidiary Guarantors party hereto,

the Lenders party hereto,

and

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as Administrative Agent

________________________

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

JPMORGAN CHASE BANK, N.A.,

WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK

BRANCH

MUFG BANK, LTD.,

TD SECURITIES (USA) LLC

and

COBANK, ACB,

as Joint Lead Arrangers and Joint Book Runners for the Revolving Loans,

and

JPMORGAN CHASE BANK, N.A.

and

WELLS FARGO SECURITIES, LLC,

as Co-Syndication Agents for the Revolving

Loans,

and

BOFA SECURITIES, INC.,

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK

BRANCH,

MUFG BANK, LTD.,

TD SECURITIES (USA) LLC

and

COBANK, ACB,

as Co-Documentation Agents for the Revolving

Loans,

and

GOLDMAN SACHS BANK USA,

MIZUHO BANK, LTD,

MORGAN STANLEY SENIOR FUNDING, INC.,

SOCIÉTÉ GÉNÉRALE

and

NORTHRIM BANK,

as Co-Managers for the Revolving Loans,

and

COBANK, ACB,

as Sole Lead Arranger and Sole Book Runner for the Term A Loans, the 2026

Incremental Term A-1 Loans, the 2026 Incremental Term A-2 Loans and the 2026 Incremental Revolving Commitments

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS

Section 1.1

Defined Terms

Section 1.2

Classification of Loans and

Borrowings

Section 1.3

Terms Generally

Section 1.4

Accounting Terms; GAAP

Section 1.5

Divisions

Section 1.6

Certain Calculations and Tests

Section 1.7

Limited Condition Acquisitions

Section 1.8

Cumulative Credit Transactions

Section 1.9

Cashless Roll

Section 1.10

Certain Baskets

Section 1.11

Effect of this Agreement on

the Existing Credit Agreement and the Other Existing Loan Documents

ARTICLE 2 THE

CREDITS

Section 2.1

Commitments and Loans

Section 2.2

Loans and Borrowings

Section 2.3

Requests for Borrowings

Section 2.4

Funding of Borrowings

Section 2.5

Termination and Reduction of

Commitments

Section 2.6

Repayment of Loans

Section 2.7

Prepayment of Loans

Section 2.8

Evidence of Debt

Section 2.9

Letters of Credit

Section 2.10

Swingline Loans.

Section 2.11

Payments Generally; Pro Rata

Treatment; Sharing of Setoffs

Section 2.12

Defaulting Lenders

Section 2.13

Incremental Facilities

Section 2.14

Refinancing Amendments

108

Section 2.15

Extensions of Term Loans and

Revolving Commitments

109

Section 2.16

MIRE Events.

112

ARTICLE 3 INTEREST,

FEES, YIELD PROTECTION, ETC.

112

Section 3.1

Interest

112

Section 3.2

Interest Elections

113

Section 3.3

Fees

114

Section 3.4

Inability to Determine Rates

116

Section 3.5

Increased Costs; Illegality

116

Section 3.6

Break Funding Payments

118

Section 3.7

Taxes

119

Section 3.8

Mitigation Obligations

122

Section 3.9

Replacement of Lenders

123

Section 3.10

Benchmark Replacement Setting

123

ARTICLE 4 REPRESENTATIONS

AND WARRANTIES

125

Section 4.1

Organization; Powers

125

Section 4.2

Authorization; Enforceability

125

Section 4.3

Governmental Approvals; No Conflicts

125

Section 4.4

Financial Condition

126

Section 4.5

Properties

126

Section 4.6

Litigation and Environmental

Matters

126

Section 4.7

Compliance with Laws and Agreements

127

Section 4.8

Franchises, FCC, State PUC and

Certain Copyright Matters

127

Section 4.9

Investment Company Status

128

Section 4.10

Taxes

128

Section 4.11

ERISA

129

Section 4.12

Disclosure

129

Section 4.13

Subsidiaries

129

Section 4.14

Insurance

130

Section 4.15

Labor Matters

130

Section 4.16

Solvency

130

Section 4.17

Federal Reserve Regulations

130

Section 4.18

Use of Proceeds

131

Section 4.19

Anti-Corruption Laws and Sanctions;

Anti-Terrorism Laws

131

ARTICLE 5 CONDITIONS

131

Section 5.1

Initial Conditions

131

Section 5.2

Conditions to Future Credit

Events

132

ARTICLE 6 AFFIRMATIVE

COVENANTS

134

Section 6.1

Financial Statements and Other

Information

134

Section 6.2

Notices of Material Events

136

Section 6.3

Existence; Conduct of Business

137

Section 6.4

Payment and Performance of Obligations

137

Section 6.5

Maintenance of Properties

137

Section 6.6

Books and Records; Inspection

Rights

137

Section 6.7

Compliance with Laws

138

Section 6.8

Environmental Compliance

138

Section 6.9

Insurance

138

Section 6.10

Casualty and Condemnation

139

Section 6.11

Additional Subsidiaries

139

Section 6.12

Information Regarding Collateral

140

Section 6.13

Further Assurances

140

Section 6.14

Use of Proceeds

141

Section 6.15

Maintenance of Ratings

141

Section 6.16

Designation of Subsidiaries

142

Section 6.17

CoBank Equity and Security

143

ARTICLE 7 NEGATIVE

COVENANTS

144

Section 7.1

Indebtedness

144

Section 7.2

Liens

148

Section 7.3

Fundamental Changes

151

Section 7.4

Investments

152

Section 7.5

Acquisitions

154

Section 7.6

[Reserved]

156

Section 7.7

Dispositions

156

Section 7.8

Restricted Payments

158

Section 7.9

Prepayments

161

Section 7.10

Transactions with Affiliates

162

Section 7.11

Restrictive Agreements

163

Section 7.12

[Reserved]

163

Section 7.13

Amendment of Material Documents

163

Section 7.14

[Reserved]

164

Section 7.15

First Lien Leverage Ratio

164

ARTICLE 8 EVENTS

OF DEFAULT

164

Section 8.1

Events of Default

164

Section 8.2

Borrower’s Right to Equity

Cure

167

Section 8.3

Borrower’s Right to Cure

Generally

168

ARTICLE 9 THE

ADMINISTRATIVE AGENT

169

ARTICLE 10

MISCELLANEOUS

173

Section 10.1

Notices

173

Section 10.2

Waivers; Amendments

174

Section 10.3

Expenses; Indemnity; Damage

Waiver

177

Section 10.4

Successors and Assigns

179

Section 10.5

Survival

184

Section 10.6

Counterparts; Integration; Effectiveness

185

Section 10.7

Severability

185

Section 10.8

Right of Setoff

185

Section 10.9

Governing Law; Waiver of Jury

Trial

186

Section 10.10

Submission To Jurisdiction;

Waivers

186

Section 10.11

Headings

187

Section 10.12

Interest Rate Limitation

187

Section 10.13

Patriot Act and Beneficial Ownership

Regulation

187

Section 10.14

Confidentiality

188

Section 10.15

Acknowledgment Regarding Any

Supported QFCs

189

Section 10.16

No Fiduciary Duty

190

Section 10.17

[Reserved]

190

Section 10.18

Acknowledgement and Consent

to Bail-In of Affected Financial Institutions

190

Section 10.19

Certain ERISA Matters

191

Section 10.20

Erroneous Payments

192

Section 10.21

Intercreditor Agreement

195

iii

ARTICLE 11

GUARANTEE

195

Section 11.1

Guarantee; Fraudulent Transfer,

Etc.; Contribution

195

Section 11.2

Obligations Not Waived

197

Section 11.3

Security

197

Section 11.4

No Discharge or Diminishment

of Guarantee

197

Section 11.5

Defenses of Borrower Waived

198

Section 11.6

Agreement to Pay; Subordination

198

Section 11.7

Information

198

Section 11.8

Termination

199

Section 11.9

Additional Guarantors

199

Section 11.10

Keepwell

199

EXHIBITS:

Exhibit A

Form of Assignment and

Acceptance

Exhibit B-1

Form of Revolving Loan

Note

Exhibit B-2

Form of Swingline Note

Exhibit B-3

Form of Term A Loan Note

Exhibit C

Form of Borrowing Request

Exhibit D

Form of Interest Election

Request

Exhibit E

Auction Procedures

Exhibit F

Form of Closing Certificate

Exhibit G

Form of Compliance Certificate

Exhibit H

Form of Guarantee Supplement

Exhibit I

Form of Revolving Increase

Supplement

SCHEDULES:

Schedule 1.1A

Commitments

Schedule 1.1B

Excluded Subsidiaries

Schedule 1.1C

List of Voting Participants

Schedule 4.6

Disclosed Matters

Schedule 4.8

List of Matters Affecting Authorizations

Schedule 4.13

List of Subsidiaries

Schedule 6.16

List of Unrestricted Subsidiaries

Schedule 7.1

List of Existing Indebtedness

Schedule 7.2

List of Existing Liens

Schedule 7.4

List of Existing Investments

Schedule 7.10

List of Agreements with Affiliates

Schedule 7.11

List of Existing Restrictions

NINTH AMENDED AND RESTATED

CREDIT AND GUARANTEE AGREEMENT, dated as of March 25, 2025 (as amended

by Amendment No. 1, dated as of June 29, 2026, among GCI, LLC, the GUARANTORS party hereto, the LENDERS party hereto,

and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent.

RECITALS

WHEREAS, on October 15,

2021, the Eighth Amended and Restated Credit Agreement and Guarantee Agreement (as amended by that certain Amendment Agreement No.1,

dated as of June 12, 2023, and as amended, restated, amended and restated, supplemented or otherwise modified prior to the Amendment

Effective Date, the “Existing Credit Agreement”) was entered into among the Borrower, the Guarantors (as defined in

the Existing Credit Agreement), the Administrative Agent, and the Lenders (as defined in the Existing Credit Agreement);

WHEREAS, the parties to the

Existing Credit Agreement have agreed to amend and restate the Existing Credit Agreement in all respects as provided in this Agreement,

effective upon satisfaction of certain conditions precedent set forth in the Amendment Agreement.;

WHEREAS,

the Borrower has requested that (a) upon the satisfaction in full (or waiver by the Amendment No. 1 Lead Arranger) of the conditions

to funding set forth in Section 4 of Amendment No. 1 on the Amendment 1 Effective Date, the 2026 Incremental Term A-2 Lender

shall make term loans to the Borrower in an aggregate principal amount of $300,000,000 and (b) upon the satisfaction in full (or

waiver by the Amendment No. 1 Lead Arranger) of the conditions set forth in Section 5.3 of this Agreement, (x) the 2026

Incremental Term A-1 Lender shall make term loans to the Borrower in an aggregate principal amount of $155,000,000 and (y) the 2026

Incremental Revolving Lender shall provide the 2026 Incremental Revolving Commitments to the Borrower.

NOW, THEREFORE, in consideration

of the premises and the agreements hereinafter set forth and for good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties hereto hereby agree that on the Amendment Effective Date, the Existing Credit Agreement shall be

amended and restated in its entirety as follows:

ARTICLE 1

DEFINITIONS

Section 1.1     Defined

Terms.

As used in this Agreement,

the following terms have the meanings specified below:

“2026

Incremental Revolving Commitment” means, as to each 2026 Incremental Revolving Lender, the commitment of such 2026 Incremental

Revolving Lender to make or maintain 2026 Incremental Revolving Loans and to acquire participation in Letters of Credit under the 2026

Incremental Revolving Facility in an aggregate principal amount not to exceed the amount set forth opposite such 2026 Incremental Revolving

Lender’s name on Schedule 1 to Amendment No. 1 under the caption “2026 Incremental Revolving Commitment” as such

amount may be adjusted from time to time in accordance with this Agreement. As of the Amendment No. 1 Effective Date, the initial

aggregate principal amount of the 2026 Incremental Revolving Commitments is $25,000,000 (solely for the issuance of Letters of Credit

and not available to be drawn as Revolving Loans other than pursuant to Section 2.9(e) hereof); provided that the 2026

Incremental Revolving Commitments shall not constitute “Revolving Commitments” hereunder until, and subject to the occurrence

of, the Amendment No. 1 Funding Date.

“2026

Incremental Revolving Facility” means the 2026 Incremental Revolving Commitments and the outstanding 2026 Incremental Revolving

Loans thereunder.

“2026

Incremental Revolving Facility Maturity Date” means March 25, 2030 (the “Initial 2026 Incremental Revolving Facility

Maturity Date”); provided that if as of the date that is 91 days prior to the maturity date of the 2028 Notes (or any Indebtedness

(other than borrowings under the Existing Revolving Facility, the 2026 Incremental Revolving Facility or any other Revolving Commitments

or Indebtedness incurred pursuant to Section 7.1(o)) that refinances any of the 2028 Notes and has a maturity date that is 91 days

prior the Initial 2026 Incremental Revolving Facility Maturity Date) (such date, the “2026 Incremental Revolving Facility Springing

Maturity Date”), any 2028 Notes remain outstanding, then the 2026 Incremental Revolving Facility Maturity Date shall be the 2026

Incremental Revolving Facility Springing Maturity Date.

“2026

Incremental Revolving Lender” means a Lender with a 2026 Incremental Revolving Commitment or an outstanding 2026 Incremental Revolving

Loan.

“2026

Incremental Revolving Loans” means the revolving loans made by the 2026 Incremental Revolving Lenders pursuant to Section 2.1(e) hereof.

“2026

Incremental Term A-1 Lender” means a Lender with a 2026 Incremental Term A-1 Loan Commitment or an outstanding 2026 Incremental

Term A-1 Loan.

“2026

Incremental Term A-1 Loan Commitment” means, as to each 2026 Incremental Term A-1 Lender, its obligation to make 2026 Incremental

Term A-1 Loans to the Borrower pursuant to Amendment No. 1 and this Agreement on the Amendment No. 1 Funding Date in an aggregate

principal amount not to exceed the amount set forth opposite such 2026 Incremental Term A-1 Lender’s name on Schedule 1 to Amendment

No. 1 under the caption “2026 Incremental Term A-1 Loan Commitment” as such amount may be adjusted from time to time

in accordance with this Agreement. As of the Amendment No. 1 Effective Date, the initial aggregate principal amount of the 2026 Incremental

Term A-1 Loan Commitments is $155,000,000; provided that the 2026 Incremental Term A-1 Loan Commitments shall not constitute “Commitments”

hereunder until, and subject to the occurrence of, the Amendment No. 1 Funding Date.

“2026

Incremental Term A-1 Loan Maturity Date” means the earlier of (i) the date that is five (5) years after the Amendment

No. 1 Funding Date and (ii) December 15, 2031.

“2026

Incremental Term A-1 Loans” means the term loans made by the 2026 Incremental Term A-1 Lenders on the Amendment No. 1 Funding

Date pursuant to Section 2.1(c) hereof .

“2026

Incremental Term A-2 Lender” means a Lender with a 2026 Incremental Term A-2 Loan Commitment or an outstanding 2026 Incremental

Term A-2 Loan.

“2026

Incremental Term A-2 Loan Commitment” means, as to each 2026 Incremental Term A-2 Lender, its obligation to make 2026 Incremental

Term A-2 Loans to the Borrower pursuant to Amendment No. 1 and this Agreement on the Amendment No. 1 Effective Date in an aggregate

principal amount not to exceed the amount set forth opposite such 2026 Incremental Term A-2 Lender’s name on Schedule 1 to Amendment

No. 1 under the caption “2026 Incremental Term A-2 Loan Commitment” as such amount may be adjusted from time to time

in accordance with this Agreement. As of the Amendment No. 1 Effective Date, the initial aggregate principal amount of the 2026 Incremental

Term A-2 Loan Commitments is $300,000,000.

“2026

Incremental Term A-2 Loan Maturity Date” means the date that is five (5) years after the Amendment No. 1 Effective Date.

“2026

Incremental Term A-2 Loans” means the term loans made by the 2026 Incremental Term A-2 Lender on the Amendment No. 1 Effective

Date pursuant to Section 2.1(d).

“2028 Notes”

means the 4.750% Senior Notes due 2028 of the Borrower.

“ABR”, when

used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest

at a rate determined by reference to the Alternate Base Rate.

“Acquisition”

has the meaning set forth in Section 7.5.

“Additional Incremental

Lender” means, at any time, any bank, other financial institution or institutional lender or investor that, in any case, is

not an existing Lender and that agrees to provide any portion of any Incremental Loan in accordance with Section 2.13; provided

that, in the case of Incremental Revolving Commitments, (x) the approval of the Administrative Agent is obtained, such approval not

to be unreasonably withheld, conditioned or delayed, in each case solely to the extent that any such consent would be required for an

assignment to such Additional Incremental Lender under Section 10.4(b)(iii)(B) and (y) the approval of the Swingline Lender

and the Issuing Bank are obtained, such approval not to be unreasonably withheld, conditioned or delayed, in each case solely to the extent

such consent would be required for any assignment to such Additional Incremental Lender under Section 10.4(b)(iii)(C).

“Additional Refinancing

Lender” shall mean, at any time, any bank, financial institution or other institutional lender or investor that agrees to provide

any portion of Credit Agreement Refinancing Debt pursuant to a Refinancing Amendment in accordance with Section 2.14; provided

that each Additional Refinancing Lender shall be subject to the approval of (i) in the case of Credit Agreement Refinancing Debt

in the form of revolving commitments under this Agreement, the Administrative Agent, such approval not to be unreasonably withheld or

delayed, to the extent that each such Additional Refinancing Lender is not then an existing Lender, an Affiliate of a then existing Lender

or an Approved Fund, and (ii) the Borrower.

“Adjusted Operating

Cash Flow” means, with respect to any Person and its Subsidiaries for any period, (a) Operating Cash Flow of such Person

and its Subsidiaries adjusted, on a consistent basis, to give effect to each Acquisition, Disposition and any merger, consolidation or

other similar activity, in each case that occurred during the relevant period as if each had occurred on the first day of such period,

plus (b) in each case (other than clause (ii) below) to the extent deducted and not added back or excluded in calculating

Operating Cash Flow for such period, without duplication, (i) the amount of proceeds from any business interruption insurance or

similar insurance proceeds actually received during the relevant period or reasonably expected to be received in a subsequent period and

within one year of the underlying loss; provided, that if not so received within such one-year period, such amount shall be subtracted

in the subsequent calculation period, plus (ii) the amount (net of actual amounts realized) that reflects operating expense

reductions and other operating improvements, synergies or cost savings of any such Person that are expected to be realized within 18 months

of the consummation of mergers, Acquisitions, Investments, Dispositions, operating improvements, restructurings, cost savings and

similar initiatives, actions or events (calculated on a Pro Forma Basis as though such cost savings and synergies had been realized on

the first day of such period); provided that (x) such cost savings and synergies are reasonably identifiable and factually

supportable and (y) such Person shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth

such Responsible Officer’s good faith estimate, in reasonable detail, of such reasonably anticipated costs, expenses, cost savings

and synergies; provided, further, that in no event shall the amounts under this clause (ii) for the relevant period

exceed, in the aggregate, 20% of Adjusted Operating Cash Flow for such period prior to giving effect to any adjustments pursuant to this

clause (ii), plus (iii) the aggregate amount of fees, expenses, premiums, closing payments and similar transaction costs (including

original issue discount or upfront fees) incurred or paid in connection with the Transactions, any Acquisition, Investment, or Disposition

transactions, the incurrence, modification, refinancing or repayment of Indebtedness and the issuance of Equity Interests, in each case,

not prohibited by the terms of this Agreement and regardless of whether or not successfully consummated, plus (iv) all non-cash

charges (including any write-downs, expenses, impairment charge or other item classified as special items) for such period; provided

that to the extent that any such non-cash charge represents an accrual or reserve for any potential cash item in any future period, (A) such

Person may elect not to add back such non-cash charge in the current period and (B) to the extent such Person elects to add back

such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Adjusted Operating Cash Flow

to such extent), plus (v) the aggregate amount of all non-cash compensation paid to directors, officers and employees, plus

(vi) fees and expenses incurred or paid in connection with the GCI Spin-Off and the other transactions contemplated by the Liberty

Broadband Merger Agreement, minus (vii) all non-cash items increasing Operating Cash Flow (excluding any such non-cash item

of income to the extent it represents a receipt of cash in any future period).

“Administrative Agent”

means Credit Agricole CIB, in its capacity as administrative agent for the Lenders hereunder, or any successor thereto appointed pursuant

to Article 9.

“Administrative Questionnaire”

means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Financial

Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Sale”

has the meaning set forth in Section 2.7(c).

“Affiliate”

means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or

is Controlled by or is under common Control with the Person specified; provided, that such specified Person shall not be deemed

to be an Affiliate of any other Person solely because they share one or more common officers or common members of their respective board

of managers, board of directors or other controlling governing body.

“Affiliated Persons”

mean, with respect to any specified Person, (a) such specified Person’s parents, spouse, siblings, descendants (including adoptees),

step children, step grandchildren, nieces and nephews and their respective spouses, (b) the estate, legatees and devisees of such

specified Person and each of the Persons referred to in clause (a) of this definition, and in the event of the incompetence or death

of any of the persons described in clause (a), such person’s executor, administrator, committee or other personal representative

or similar fiduciary, (c) any trusts or private foundations created primarily for the benefit of, or controlled at the time of creation

by, any of the persons described in the above clause (a) or (b) of this definition, or any trusts or private foundations created

primarily for the benefit of any such trust or private foundation or for charitable purposes, and (d) any company, partnership, or

other entity or investment vehicle Controlled by any of the Persons referred to in clause (a), (b) or (c) of this definition

or the holdings of which are for the primary benefit of any of such Persons.

“Agent-Related Distress

Event” means, with respect to the Administrative Agent or any other Person that directly or indirectly controls the Administrative

Agent (each, an “Agent Distressed Person”), (a) that such Agent Distressed Person is or becomes subject to a voluntary

or involuntary case under any Debtor Relief Law, (b) a custodian, conservator, receiver, or similar official is appointed for such

Agent Distressed Person or any substantial part of such Agent Distressed Person’s assets, or (c) such Agent Distressed Person

is subject to a forced liquidation, makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined

by any Governmental Authority having regulatory authority over such Agent Distressed Person or its assets to be, insolvent or bankrupt;

provided that an Agent-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition

of any Equity Interests in the Administrative Agent or any Person that directly or indirectly controls the Administrative Agent by a Governmental

Authority or an instrumentality thereof so long as such ownership interest does not result in or provide the Administrative Agent with

immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets

or permit the Administrative Agent (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any

contracts or agreements made with the Administrative Agent.

“Agents”

means, collectively, the Administrative Agent, Co-Syndication Agents, Co-Documentation Agents and Co-Managers.

“Agreement”

means this Ninth Amended and Restated Credit and Guarantee Agreement, as amended, restated, supplemented or otherwise modified from time

to time.

“Alternate Base Rate”

means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds

Effective Rate in effect on such day plus 1/2 of 1% and (iii) Term SOFR for a one-month tenor in effect on such day plus 1%. Any

change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR shall be effective

from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR, respectively.

“Amendment Agreement”

means the Amendment Agreement, dated as of the Amendment Effective Date, among the Borrower, the Subsidiary Guarantors, Ventures Holdco,

the Lenders and the Administrative Agent.

“Amendment Effective

Date” means March 25, 2025.

“Amendment

No. 1” means Amendment No. 1 to Credit Agreement, dated as of June 29, 2026, by and among the Borrower, Ventures

HoldCo, the other Loan Parties party thereto, the 2026 Incremental Term A-1 Lender, the 2026 Incremental Term A-2 Lender, the 2026 Incremental

Revolving Lender, the 2026 Incremental Issuing Bank and the Administrative Agent.

“Amendment

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

“Amendment

No. 1 Funding Date” has the meaning specified in Section 5.3.

“Amendment

No. 1 Lead Arranger” means CoBank, ACB, in its capacity as sole lead arranger and sole

book runner of the 2026 Incremental Term A-1 Loans, 2026 Incremental Term A-2 Loans and 2026 Incremental Revolving Commitments.

“Amendment

No. 1 Transactions” has the meaning set forth in Amendment No. 1.

“Anti-Corruption

Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower, its Subsidiaries or the Liberty Subsidiaries

from time to time concerning or relating to bribery or corruption.

“Anti-Money Laundering

Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable

to a Loan Party or its Subsidiaries related to terrorism financing or money laundering, including any applicable provision of Title III

of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C.

§§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Anti-Corruption

Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower, its Subsidiaries or the Liberty Subsidiaries

from time to time concerning or relating to bribery or corruption.

“Applicable Margin”

means:

(a) with respect to Borrowings

consisting of Swingline Loans (which shall be ABR Borrowings) and,

Existing Revolving Loans and 2026 Incremental Revolving Loans, (i) with respect to each ABR Borrowing, the per annum rate

equal to the percentage set forth below under the heading “ABR Margin” during the applicable periods set forth below, and

(ii) with respect to each SOFR Borrowing and the fees payable under Section 3.3(b)(i), the per annum rate equal to the percentage

set forth below under the heading “SOFR and LC Fee Margin” during the applicable periods set forth below, provided (x)

with respect to the Swingline Loans and Existing Revolving Loans, that until the first delivery pursuant to Section 6.1(c) of

the Compliance Certificate for the fiscal quarter then ended after the Amendment Effective Date, the Total Leverage Ratio shall (solely

for purposes of determining the Applicable Margin) be deemed to be at Level IV (as set forth below): and (y) with respect to the 2026 Incremental Revolving

Loans, the Applicable Margin for the period from the Amendment No. 1 Funding Date to the date of delivery of the first Compliance

Certificate delivered pursuant to Section 6.1(c) following the Amendment No. 1 Funding Date shall be determined by reference

to the Total Leverage Ratio as of the Amendment No. 1 Funding Date (after giving pro forma effect to the Quintillion Acquisition),

as evidenced by an officer’s certificate of the Borrower delivered to the Amendment No. 1 Lead Arranger and the Administrative

Agent on the Amendment No. 1 Funding Date:

When the Total Leverage Ratio

is:

Level

Less Than

Greater Than

or Equal to

ABR Margin

SOFR

and LC Fee

Margin

5.00:1.0

1.25 %

2.25 %

5.00:1.0

4.50:1.0

1.00 %

2.00 %

III

4.50:1.0

4.00:1.0

0.75 %

1.75 %

4.00:1.0

0.50 %

1.50 %

(b) with respect to Borrowings

consisting of Term A Loans, 2026 Incremental Term A-1 Loans, and 2026 Incremental

Term A-2 Loans, (i) with respect to each ABR Borrowing, the per annum rate equal to the percentage set forth below under the

heading “ABR Margin” during the applicable periods set forth below, and (ii) with respect to each SOFR Borrowing, the

per annum rate equal to the percentage set forth below under the heading “SOFR Margin” during the applicable periods set forth

below, provided that (x) with respect to the Term A Loans, until

the first delivery pursuant to Section 6.1(c) of the Compliance Certificate for the fiscal quarter then ended after the Amendment

Effective Date, the Total Leverage Ratio shall (solely for purposes of determining the Applicable Margin) be deemed to be at Level IV

(as set forth below):,

(y) with respect to the 2026 Incremental Term A-2 Loans, the

Applicable Margin for the period from the Amendment No. 1 Effective Date to the date of delivery of the first Compliance Certificate

delivered pursuant to Section 6.1(c) following the Amendment No. 1 Effective Date shall be determined by reference to the

Total Leverage Ratio as of the Amendment No. 1 Effective Date, as evidenced by an officer’s certificate of the Borrower delivered

to the Amendment No. 1 Lead Arranger and the Administrative Agent on the Amendment No. 1 Effective Date and (z) with respect

to the 2026 Incremental Term A-1 Loans, the Applicable Margin for the period from the Amendment No. 1 Funding Date to the date of

delivery of the first Compliance Certificate delivered pursuant to Section 6.1(c) following the Amendment No. 1 Funding

Date shall be determined by reference to the Total Leverage Ratio as of the Amendment No. 1 Funding Date (after giving pro forma

effect to the Quintillion Acquisition), as evidenced by an officer’s certificate of the Borrower delivered to the Amendment No. 1

Lead Arranger and the Administrative Agent on the Amendment No. 1 Funding Date:

When the Total Leverage Ratio

is:

Level

Less Than

Greater Than

or Equal to

ABR Margin

SOFR

Margin

5.00:1.0

1.75 %

2.75 %

5.00:1.0

4.50:1.0

1.50 %

2.50 %

III

4.50:1.0

4.00:1.0

1.25 %

2.25 %

4.00:1.0

1.00 %

2.00 %

Changes in the Applicable Margin resulting from

a change in the Total Leverage Ratio shall be based upon the Compliance Certificate most recently delivered under Section 6.1(c) and

shall become effective on the date such Compliance Certificate is received by the Administrative Agent. Notwithstanding anything to the

contrary in this definition, if the Borrower shall fail to deliver to the Administrative Agent a Compliance Certificate on or prior to

any date required hereby, then solely for purposes of determining the “Applicable Margin” the Total Leverage Ratio shall be

deemed to be greater than or equal to 5.00:1.00 from and including such date to the date of receipt by the Administrative Agent of such

Compliance Certificate. In the event that any financial statement or certification delivered pursuant to Section 6.1 is shown to

be inaccurate, and such inaccuracy, if corrected, and after giving effect to the correction of all other inaccuracies that are shown to

be incorrect, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”)

than the Applicable Margin applied for such Applicable Period, the Borrower shall promptly (a) deliver to the Administrative Agent

a corrected Compliance Certificate for such Applicable Period, (b) determine the Applicable Margin for such Applicable Period based

upon the corrected Compliance Certificate, and (c) immediately pay to the Administrative Agent for the benefit of the Lenders the

accrued additional interest and other fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment

shall be promptly distributed by the Administrative Agent to the Lenders entitled thereto.

“Applicable Percentage”

means, with respect to any Revolving Lender, the percentage of the total Revolving Commitments of

the applicable Class of Revolving Commitments represented by such Lender’s Revolving Commitment in

such Class. If the applicable Revolving Commitments have terminated

or expired, the Applicable Percentages shall be determined based upon the applicable

Revolving Commitments most recently in effect, giving effect to any assignments.

“Applicable Taxes”

means any cash Taxes payable with respect to the GCI Spin-Off by Liberty Broadband, GCI Liberty or any of their respective subsidiaries

or successors and for which Liberty Broadband, any of its subsidiaries following the GCI Spin-Off, or any of their successors are liable,

including pursuant to the GCI Divestiture Tax Sharing Agreement.

“Approved Fund”

means any Person (other than a natural person) that is primarily engaged in making, purchasing, holding or investing in bank loans and

similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of

a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers”

means (x) Credit Agricole Corporate and Investment Bank, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, BofA Securities, Inc.,

Canadian Imperial Bank of Commerce, New York Branch, MUFG Bank, Ltd. and TD Securities (USA) LLC in their capacities as joint lead

arrangers and joint book runner of the Revolving Loans and (y) CoBank, ACB, in its capacity as sole lead arranger and sole book runner

of the Term A Loans, 2026 Incremental Term A-1 Loans, 2026 Incremental Term

A-2 Loans and 2026 Incremental Revolving Commitments.

“Assignment and Acceptance”

means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by

Section 10.4(b)(iii)), and accepted by the Administrative Agent, substantially in the form of Exhibit A or any other

form approved by the Administrative Agent and the Borrower.

“Auction”

has the meaning set forth in Section 2.7(j).

“Auction Manager”

has the meaning assigned to such term in Exhibit E.

“Auction Notice”

means an auction notice given by the Borrower in accordance with the Auction Procedures with respect to an Auction Prepayment Offer.

“Auction Prepayment”

has the meaning assigned to such term in Section 2.7(j).

“Auction Prepayment

Offer” has the meaning assigned to such term in Section 2.7(j).

“Auction Procedures”

means the auction procedures with respect to Auction Prepayment Offers set forth in Exhibit E hereto.

“Authorization”

means, collectively, (a) any FCC License, (b) any Franchise, or (c) any other franchise, franchise application, ordinance,

agreement, permit, license, order, certificate, registration, qualification, variance, license, approval, permit or other form of permission,

consent or authority issued by the FCC, any State PUC, or any other Governmental Authority regulating the ownership or operation of the

Communications Business.

“Available Incremental

Amount” has the meaning specified in Section 2.13(d)(iii).

“Available Tenor”

means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark

is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise,

any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

“Bail-In Action”

means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected

Financial Institution.

“Bail-In Legislation”

means (a) 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, regulation rule or requirement for such EEA Member Country from time

to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the

United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom

relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than

through liquidation, administration or other insolvency proceedings).

“Benchmark”

means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the

Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the

extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.10(a).

“Benchmark

Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has

been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement

benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing

market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit

facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so

determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement

and the other Loan Documents.

“Benchmark Replacement

Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the

spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)

that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation

of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the

applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention

for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark

with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement

Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a)            in

the case of clause (a) or (b) of the definition of Benchmark Transition Event, the later of (i) the date of the public

statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the

published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof)

or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or

(b)            in

the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors

of such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available

Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator

of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by

reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component

thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided

on such date.

For the avoidance of doubt, if such Benchmark

is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with

respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available

Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition

Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)            a

public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used

in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof)

or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely,

provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide

such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component

thereof);

(b)            a

public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof), the Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction

over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such

Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such

Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide

such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component

thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator

that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of

such Benchmark (or such component thereof); or

public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term

rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt,

if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark

if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of

such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition

Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement

Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th

day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such

prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability

Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such

time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance

with Section 3.10 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes

hereunder and under any Loan Document in accordance with Section 3.10.

“Beneficial Ownership”

or “Beneficially Owned” means, with respect to any securities, having beneficial ownership of such securities as determined

pursuant to Rule 13d-3 under the Securities Exchange Act of 1934.

“Beneficial Ownership

Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership

Regulation” means 31 C.F.R. § 1010.230.

“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 and subject to 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”.

“Big Boy Letter”

means a letter from a Lender containing customary “big boy” representations.

“Board” means

the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower”

means GCI, LLC, a Delaware limited liability company.

“Borrowing”

means Loans of the same Type and Class, converted or continued on the same date and, in the case of SOFR Loans, as to which a single Interest

Period is in effect.

“Borrowing Request”

means a Borrowing Request, substantially in the form of Exhibit C.

“Business Day”

means any day that is not a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required

by law to remain closed; provided that, when used in connection with a SOFR Loan, the term “Business Day” shall also

exclude any day which is not a U.S. Government Securities Business Day.

“Capital Lease Obligations”

of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the

right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as

capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof

determined in accordance with GAAP; provided that any obligations of any Person that are or would be characterized as operating

lease obligations in accordance with GAAP on December 31, 2018 (whether or not such operating lease obligations were in effect on

such date) shall be accounted for as operating lease obligations (and not as Capital Lease Obligations) for purposes of this Agreement

regardless of any change in GAAP following such date that would otherwise require such obligations to be recharacterized (on a prospective

or retroactive basis or otherwise) as Capital Lease Obligations.

“Cash Equivalents”

means:

(a)            securities

issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided

that the full faith and credit of the United States is pledged in support thereof), maturing not more than one year from the date of acquisition;

(b)            certificates

of deposit, dollar time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’

acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any Credit Party making such deposits

available in the ordinary course of business, First National Bank of Alaska, Northrim Bank or any domestic commercial bank having capital

and surplus in excess of $500,000,000 and a rating at the time of acquisition thereof of “P2” or better from Moody’s,

“A-2” or better from S&P, or “F2” or better from Fitch (or such similar equivalent rating by at least one

“nationally recognized statistical rating organization”(as defined in Rule 436 under the Securities Act of 1933, as amended));

obligations for underlying securities of the types described in clauses (a) and (b) above entered into with any financial institution

meeting the qualifications specified in clause (b) above;

(d)            commercial

paper issued by a corporation (other than an Affiliate of the Borrower) rated at least “P-1” or higher from Moody’s,

“A-1” or higher from S&P, or “F1” or higher from Fitch (or such similar equivalent rating by at least one

“nationally recognized statistical rating organization”(as defined in Rule 436 under the Securities Act of 1933, as amended)),

and in each case maturing within one year after the date of acquisition;

(e)            securities

issued and fully guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority

thereof, rated at least “A2” by Moody’s or at least “A” by S&P or Fitch (or such similar equivalent

rating by at least one “nationally recognized statistical rating organization”(as defined in Rule 436 under the Securities

Act of 1933, as amended)) and in each case having maturities of not more than one year from the date of acquisition;

(f)            money

market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (e) of

this definition or cash;

(g)            in

the case of any Foreign Subsidiary, any local currency held by it from time to time in the ordinary course of business; and

(h)            in

the case of any Foreign Subsidiary, (i) investments denominated in the currency of the jurisdiction in which such Foreign Subsidiary

is organized or has its principal place of business that are similar to the items specified in clauses (a) through (f) above

and (ii) other short term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management

in such foreign jurisdiction.

“CFC” means

a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.

“CFC Holdco”

means any Subsidiary that has no material assets other than Equity Interests (or Equity Interests and debt) in Subsidiaries that are CFCs

or in other such Subsidiaries.

“Change in Control”

means any Change in Control Transaction that is not a Permitted Change in Control Transaction.

“Change in Control

Transaction” means the acquisition of Beneficial Ownership by any Person or group (such person or group, the “Transferee”)

(excluding any Permitted Holder or group Controlled by any Permitted Holder) of more than 50% of the aggregate voting power of all outstanding

classes or series of either Parent’s or Borrower’s voting Equity Interests. For purposes of the definition of “Change

in Control Transaction”, “Person” and “group” have the meanings given to them for purposes of Section 13(d) and

14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose

of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor

provision.

“Change in Law”

means (i) the adoption of any law, rule or regulation by any Governmental Authority after the Amendment Effective Date, (ii) any

change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Amendment

Effective Date or (iii) compliance by any Credit Party (or, for purposes of Section 3.5(b), by any lending office of such Credit

Party or by such Credit Party’s holding company, if any) with any request, guideline or directive (whether or not having the force

of law) of any Governmental Authority made or issued after the Amendment Effective Date; provided that notwithstanding anything

herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or

directives thereunder or issued in connection therewith, and (b) all requests, rules, guidelines or directives promulgated by the

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

or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,”

regardless of the date enacted, adopted or issued.

“Claiming Subsidiary

Guarantor” has the meaning specified in Section 11.1(d).

“Class” means

(i) when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving

Loans under the Existing Revolving Facility, Term A Loans, a2026

Incremental Term A-1 Loans, 2026 Incremental Term A-2 Loans, 2026 Incremental Revolving Loans, a tranche of Incremental Term Loans,

a tranche of Incremental Revolving Loans, a Refinancing Series of Refinancing Revolving Loans, a Refinancing Series of Refinancing

Term Loans, Extended Term Loans from the same Extension, Extended Revolving Loans from the same Extension, or Swingline Loans and (ii) when

used in reference to any Lender, refers to such Lender in its capacity as a holder of Revolving Loans under the Existing Revolving Facility,

Term A Loans, 2026 Incremental Term

A-1 Loans, 2026 Incremental Term A-2 Loans, 2026 Incremental Revolving Loans, Incremental Term Loans of a particular tranche, Incremental

Revolving Loans of a particular tranche, Refinancing Revolving Loans of a particular Refinancing Series, Refinancing Term Loans of a particular

Refinancing Series, Extended Term Loans from a particular Extension or Extended Revolving Loans from a particular Extension, as applicable. For the avoidance of doubt, (x) the 2026 Incremental Term A-1 Loans

shall constitute a separate Class of Term Loans from any other Term Loans outstanding under this Agreement as of the Amendment No. 1

Funding Date, (y) the 2026 Incremental Term A-2 Loans shall constitute a separate Class of Term Loans from any other Term Loans

outstanding under this Agreement as of the Amendment No. 1 Effective Date and (z) the 2026 Incremental Revolving Loans shall

constitute a separate Class of Revolving Loans from any other Revolving Loans outstanding under this Agreement as of the Amendment

No. 1 Funding Date.

“Closing Date”

means October 15, 2020.

“Co-Documentation Agents”

means BofA Securities, Inc., Canadian Imperial Bank of Commerce, New York Branch, MUFG Bank, Ltd, TD Securities (USA) LLC and CoBank,

ACB, each in its capacity as a co-documentation agent for the Revolving Loans.

“Co-Managers”

means Goldman Sachs Bank USA, Mizuho Bank, Ltd, Morgan Stanley Senior Funding, Inc., Société Générale

and Northrim Bank, each in its capacity as a co-managers for the Revolving Loans

“Co-Syndication Agents”

means JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, each in its capacity as a co-syndication agent for the Revolving Loans.

“CoBank”

means CoBank, ACB.

“CoBank Equities”

means any of the Borrower’s or subsidiary’s stock, patronage refunds issued in the form of stock or otherwise constituting

allocated units, patronage surplus (including any such surplus accrued by CoBank for the account of the Borrower) and other equities in

CoBank acquired in connection with, or because of the existence of, the Borrower’s patronage loan from CoBank (or its affiliate),

and the proceeds of any of the foregoing.

“Code” means

the Internal Revenue Code of 1986.

“Collateral”

means (i) any property of any Loan Party that, pursuant to any Security Document, secures any or all of the Obligations and (ii) the

Equity Interests of GCI Holdings pledged by Ventures Holdco pursuant to the Ventures Holdco Pledge Agreement. Notwithstanding the foregoing

or anything contained in any Security Document, no property constituting Excluded Property shall be deemed to be Collateral.

“Commitment Fee Rate”

means with respect to the (x) Existing Revolving Facility, at

all times from and after the Amendment Effective Date and (y) the 2026

Incremental Revolving Commitments, at all times from and after the Amendment No. 1 Funding Date, the per annum rate equal

to the percentage set forth below under the heading “Commitment Fee Rate” during the applicable periods set forth below; provided,

that, with respect to the 2026 Incremental Revolving Commitments,

until the first delivery pursuant to Section 6.1(c) of the Compliance Certificate for the fiscal

quarter then ended after the Amendment EffectiveNo. 1

Funding Date, the Commitment Fee Rate shall be 0.30%:determined

by reference to the Total Leverage Ratio as of the Amendment No. 1 Funding Date (after giving pro forma effect to the Quintillion

Acquisition), as evidenced by an officer’s certificate of the Borrower delivered to the Amendment No. 1 Lead Arranger and the

Administrative Agent on the Amendment No. 1 Funding Date:

When the Total Leverage Ratio is:

Less Than

Greater Than or

Equal to

Commitment

Fee

Rate

4.50:1.0

0.375 %

4.50:1.0

0.300 %

Changes in the Commitment Fee Rate resulting from

a change in the Total Leverage Ratio shall be based upon the Compliance Certificate most recently delivered under Section 6.1(c) and

shall become effective on the date such Compliance Certificate is received by the Administrative Agent. Notwithstanding anything to the

contrary in this definition, if the Borrower shall fail to deliver to the Administrative Agent a Compliance Certificate on or prior to

any date required by Section 6.1(c), then solely for purposes of determining the “Commitment Fee Rate”, the Total Leverage

Ratio shall be deemed to be equal to or greater than 4.50:1.00 from and including such date to the date of receipt by the Administrative

Agent of such Compliance Certificate.

“Commitments”

means, collectively, the Revolving Commitments, the Term A2026

Incremental Revolving Commitments, the Term A Loan Commitments, the 2026 Incremental Term A-1 Loan Commitments, the 2026 Incremental Term

A-2 Loan Commitments and, if existing, the Incremental Revolving Commitments, the Incremental Term Commitments, the Refinancing

Revolving Commitments, the Refinancing Term Commitments, the Extended Revolving Commitments and commitments with respect to Extended Term

Loans. For the avoidance of doubt, the (i) 2026 Incremental Revolving

Commitments shall not constitute “Revolving Commitments” hereunder until, and subject to the occurrence of, the Amendment

No. 1 Funding Date and (ii) 2026 Incremental Term A-1 Loan Commitments shall not constitute “Commitments” hereunder

until, and subject to the occurrence of, the Amendment No. 1 Funding Date.

“Commodity Exchange

Act” means the Commodity Exchange Act (7 U.S.C. §1 et seq.), and the rules and regulations issued thereunder.

“Communications Act”

means the Federal Communications Act of 1934, and the rules and regulations issued thereunder.

“Communications Business”

means the cable (including without limitation cable television), local access, wireline and wireless (whether fixed or mobile) communications

systems and other material businesses (including long distance, data and internet services) of the Borrower and the Subsidiaries generally.

“Compliance Certificate”

means a certificate, substantially in the form of Exhibit G.

“Compliance Reference

Date” means, with respect to each Compliance Certificate delivered to the Administrative Agent in accordance with Section 6.1(c),

the end date of the fiscal period for the financial statements to which such Compliance Certificate relates.

“Conforming Changes”

means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark

Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,”

the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition

of “Interest Period” or any similar or analogous definition, timing and frequency of determining rates and making payments

of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback

periods, the applicability of Section 3.10 and other technical, administrative or operational matters) that the Administrative Agent

in consultation with the Borrower decides may be appropriate to reflect the adoption and implementation of any such rate or to permit

the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative

Agent in consultation with the Borrower decides that adoption of any portion of such market practice is not administratively feasible

or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner

of administration as the Administrative Agent in consultation with the Borrower decides is reasonably necessary in connection with the

administration of this Agreement and the other Loan Documents).

“Contributed Ventures

Assets” means any property or assets owned by one or more of the Liberty Subsidiaries and all income, proceeds, distributions

or collections received from, or cash proceeds from borrowings of Liberty Subsidiaries secured by, such property or assets.

“Contributing Subsidiary

Guarantor” has the meaning specified in Section 11.1(d).

“Control”

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. The terms “Controlling” and “Controlled”

have meanings correlative thereto.

“Copyright Act”

means The Copyright Act of 1976.

“Covered Party”

has the meaning specified in Section 10.15.

“Credit Agreement Refinancing

Debt” means Indebtedness issued, incurred or otherwise obtained (including by means of the extension or renewal of existing

Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, Revolving Loans, 2026

Incremental Revolving Loans, Incremental Revolving Loans, Term A Loans, 2026

Incremental Term A-1 Loans, 2026 Incremental Term A-2 Loans, Incremental Term Loans, Extended Term Loans or any then existing

Credit Agreement Refinancing Debt (“Refinanced Debt”); provided that (i) such Indebtedness has a maturity

no earlier than, and a Weighted Average Life to Maturity equal to or greater than, the Refinanced Debt, (ii) such Indebtedness shall

not have a greater principal amount than the principal amount of the related Refinanced Debt, as increased by an amount equal to any existing

revolving commitments unutilized thereunder to the extent that the portion of any existing and unutilized revolving commitment being refinanced

was permitted to be drawn under Section 7.1 immediately prior to such refinancing (other than by reference to Credit Agreement Refinancing

Debt), and such drawing shall be deemed to have been made, and accrued interest, fees, premiums (if any) and penalties thereon and reasonable

fees and expenses associated with the refinancing, (iii) such Indebtedness shall not be secured by any assets that do not constitute

Collateral, (iv) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiary Guarantors, (v) such

Indebtedness shall be unsecured or rank pari passu or junior in right of payment and security with any First Lien Obligations under this

Agreement and, if secured, shall be subject to an Intercreditor Agreement, (vi) such Refinanced Debt shall be repaid, repurchased,

retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith

shall be paid, on the date such Credit Agreement Refinancing Debt is issued, incurred or obtained, (vii) such Indebtedness shall

have such pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and optional prepayment terms as

may be agreed by the Borrower and the Additional Refinancing Lenders thereof, and (viii) the terms and conditions of such Indebtedness

(except as otherwise provided in the above clauses) are substantially identical to, or are not materially more favorable, taken as a whole,

to the lenders or holders providing such Indebtedness (in the good faith determination of the Borrower and the Administrative Agent) than

those applicable to the Refinanced Debt being refinanced (except for covenants or other provisions applicable only to periods after the

Latest Maturity Date at the time of incurrence of such Indebtedness).

“Credit Agricole CIB”

means Credit Agricole Corporate and Investment Bank and its successors.

“Credit Parties”

means the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders.

“Cumulative Credit”

means, as of any date of determination for the period (taken as one accounting period) from October 1, 2020 to the end of the Borrower’s

most recently ended fiscal quarter for which financial statements have been required to be delivered pursuant to Section 6.1(a) or

(b) as of such date, an amount, not less than zero, equal to (a) 50% of the Operating Cash Flow of the Borrower and its Subsidiaries

(this clause (a), the “OCF Builder Prong”), plus (b)(x) the aggregate amount of Net Proceeds received by

the Borrower or any Subsidiary after the Closing Date from the issuance of Qualified Equity of the Borrower or cash capital contributions

to the Qualified Equity of the Borrower and (y) the Fair Market Value of Cash Equivalents, marketable securities or other property,

in each case received by the Borrower or a Subsidiary to the extent such Cash Equivalents, marketable securities or other property are

contributed to the Borrower as a capital contribution to the Qualified Equity of the or

in return for any issuance of Qualified Equity that, in each case of clauseclauses

(x) and (y), is Not Otherwise Applied, plus (c) the Net Proceeds of Indebtedness and Disqualified Equity of the Borrower

or any Subsidiary issued after the Closing Date, which have been exchanged or converted into Qualified Equity of the Borrower together

with the Fair Market Value of any Cash Equivalents and any assets received by the Borrower or such Subsidiary upon such exchange or conversion,

plus (d) the net cash proceeds received by the Borrower and its Subsidiaries from sales of Investments made with the Cumulative

Credit after the Closing Date (but in any event not to exceed the amount of such Investments), plus (e) returns, profits,

distributions and similar amounts received by the Borrower and its Subsidiaries in cash or Cash Equivalents on Investments made with the

Cumulative Credit after the Closing Date (but in any event not to exceed the amount of such Investments), plus (f) the Investments

of the Borrower and its Subsidiaries in any Unrestricted Subsidiary that has been redesignated as a Subsidiary or that has been merged

or consolidated into the Borrower or any of its Subsidiaries after the Closing Date (but (i) only to the extent that such Unrestricted

Subsidiary had been designated as an Unrestricted Subsidiary pursuant to Section 6.16 prior to such date, and the Borrower had been

deemed to have made an Investment therein at the time of such designation and (ii) in any event not to exceed the amount of such

Investment), plus (g) the amount of any dividend, distribution or capital contribution received by the Borrower or a Subsidiary

from, without duplication, a Liberty Subsidiary or, prior to the Amendment Effective Date, a Liberty Subsidiary (as defined in the Existing

Credit Agreement), in each case that is Not Otherwise Applied (without duplication of amounts included in clause (a) to the extent

such dividend, distribution or capital contribution increases Operating Cash Flow), plus (h) any Declined Amounts, plus (i)(i) the

Fair Market Value of the assets of any Unrestricted Subsidiary that have been transferred, conveyed or otherwise distributed to the Borrower

or any Subsidiaries to the extent the Investment in such Unrestricted Subsidiary was made with the Cumulative Credit after the Closing

Date (but in any event not to exceed the amount of such Investments) and (ii) the Net Proceeds of any Dispositions of any Unrestricted

Subsidiary (including the issuance or sale of Equity Interest thereof) received by the Borrower or any Subsidiaries to the extent the

Investment in such Unrestricted Subsidiary was made with the Cumulative Credit after the Closing Date (but in any event not to exceed

the amount of such Investments), plus (j) the greater of (1) $152,000,000 and (2) 38% of Trailing Adjusted Operating

Cash Flow (this clause (j), the “Starter Prong”), minus (k) the sum of all prior Investments made pursuant

to Section 7.4(l), Acquisitions made pursuant to Section 7.5(c), Restricted Payments made pursuant to Section 7.8(f) and

prepayments, repurchases, redemptions or defeasances of any Senior Notes or Other Replacement Debt prior to the stated maturity thereof

pursuant to Section 7.9(a).

“Debtor Relief Laws”

means the Bankruptcy Code of the United States, 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 or other

applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Amounts”

has the meaning specified in Section 2.7(g).

“Declining Lender”

has the meaning specified in Section 2.7(g).

“Deemed Date”

has the meaning assigned to such term in Section 1.6(e).

“Default”

means any event or condition that constitutes an Event of Default or that upon notice, lapse of time or both would, unless cured or waived,

become an Event of Default under Article 8.

“Defaulting Lender”

means any Lender, as reasonably determined by the Administrative Agent (and the Administrative Agent shall promptly notify the parties

hereto after making such determination), that has (a) failed to fund any portion of its Loans or participations in Letters of Credit

or Swingline Loans within three Business Days of the date required to be funded by it hereunder, unless such Lender notifies the Administrative

Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent

to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)

has not been satisfied, (b) notified any Loan Party or any Credit Party 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, unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder

and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent,

together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied, (c) failed,

three Business Days after written request by the Administrative Agent or the Borrower (at any time the Administrative Agent or the Borrower

shall have reasonably determined that such Lender may fail to comply with the terms of this Agreement relating to its obligations to fund

prospective Loans or participations in then outstanding Letters of Credit or Swingline Loans), to confirm it will comply with the terms

of this Agreement relating to such obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant

to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (d) otherwise failed

to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day

of the date when due, unless the subject of a good faith dispute, (e) become, or has any direct or indirect parent company that has

become, the subject of a Bail-In Action, or (f)(i) become or is insolvent or has a direct or indirect parent company that has become

or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, interim receiver, receiver

and manager, administrator, liquidator, conservator, trustee 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 direct or indirect parent company

that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, interim receiver, receiver and manager, administrator,

liquidator, conservator, trustee 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. For the avoidance of doubt, the mere acquisition or maintenance by

a Governmental Authority of a Lender in and of itself will not cause a Lender to be a “Defaulting Lender” as long as it does

not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of

judgments or writs of attachment on its assets, or permits such Lender (or such Governmental Authority) to reject, repudiate, disavow

or disaffirm any contracts or agreements made with such Lender.

“Designated Non-Cash

Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection

with a Disposition pursuant to Section 7.7(m) that is designated as Designated Non-Cash Consideration pursuant to a certificate

of a Responsible Officer, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection

with a subsequent sale of or conversion of or collection on such Designated Non-Cash Consideration.

“Designation”

has the meaning specified in Section 6.16(a).

“Disclosed Matters”

means the actions, suits and proceedings and the environmental matters disclosed in Schedule 4.6.

“Disposition”

means, with respect to any property, any sale, lease (including a Sale and Leaseback Transaction), assignment, conveyance, transfer or

other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Equity”

means, as of any date, any Equity Interest of any Person that, by its terms (or by the terms of any security into which it is convertible

or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable,

pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires

or mandates payments or distributions, on or prior to the date that is 90 days after the Term A Maturity Date; provided, however,

that an Equity Interest that would constitute Disqualified Equity solely because the holders thereof have the right to require such Person

to repurchase or redeem such Equity Interests upon the occurrence of (x) an asset sale or change of control or (y) one or more

other events shall not constitute Disqualified Equity if such Person may repurchase or redeem any such Equity Interest in a manner that

complies with Section 7.8. The term “Disqualified Equity” shall also include any option, warrant or other right that

is convertible into Disqualified Equity or that is redeemable at the option of the holder, or required to be redeemed, prior to the date

that is 90 days after the Term A Maturity Date.

“Division”

means a division or plan of division of the assets or other property and/or liabilities or other obligations of any Person into one or

more other Persons under Delaware law (or any comparable event under a different jurisdiction’s laws).

“Dollars”

or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary”

means any subsidiary of the Borrower that is organized under the laws of the United States, any state thereof or the District of Columbia.

“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 clausesclause

(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 Yield”

means, as of any date of determination, (a) with respect to the Term A Loans,

2026 Incremental Term A-1 Loans or 2026 Incremental Term A-2 Loans, the sum of (i) the Term SOFR on such date with a maturity

of one month, (ii) the Applicable Margin for Term A Loan SOFR Borrowings, and (iii) the

amount of original issue discount and upfront fees thereon (converted to yield assuming the lesser of (x) a four year average life

and (y) the remaining life to maturity, and without any present value discount), but excluding the effect of any arrangement, amendment,

structuring, underwriting and syndication fees (regardless of whether any such fees are paid to or shared in whole or in part with any

Term A Lender) and other fees payable in connection therewith that are not shared with and generally paid to Term A Lenders,

2026 Incremental Term A-1 Lenders or 2026 Incremental Term A-2 Lenders, and (b) with respect to any other Indebtedness, the

sum of (i)(A) the fixed rate of interest therefor, or (B) if the rate of interest applicable thereto is not a fixed rate, the

sum of (I) the higher of (x) any SOFR base rate (or, if no SOFR base rate, any other base rate then applicable) for the calculation

of interest thereon, and (y) any floor on such base rate, and (II) any margin for the calculation of interest thereon based

on the applicable base rate, and (ii) the amount of original issue discount and upfront fees thereon (converted to yield assuming

the lesser of (x) a four year average life and (y) the remaining life to maturity, and without any present value discount),

but excluding the effect of any arrangement, amendment, structuring, underwriting and syndication fees (regardless of whether any such

fees are paid to or shared in whole or in part with any lender) and other fees payable in connection therewith that are not shared with

and generally paid to the lenders with respect to such Indebtedness.

“Environmental Laws”

means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued,

promulgated or entered into by any Governmental Authority having the force or effect of law or regulation, relating in any way to the

environment, preservation or reclamation of natural resources, or the management, release or threatened release of any Hazardous Material.

“Environmental Liability”

means, as to any Person, any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation,

fines, penalties or indemnities), of such Person directly or indirectly resulting from or based upon (i) violation of any Environmental

Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (iii) exposure

to any Hazardous Materials, (iv) the release or threatened release of any Hazardous Materials into the environment or (v) any

contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interest”

means (a) a share of corporate stock, a partnership interest, a membership interest in a limited liability company, and other equivalents

of or interests in (however designated, other than debt) equity or ownership and (b) all warrants, options or other rights to acquire

any Equity Interest set forth in clause (a) of this defined term (but excluding any debt security that is convertible into, or exchangeable

for, any such Equity Interest).

“ERISA” means

the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”

means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or

(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer

under Section 414 of the Code.

“ERISA Event”

means (i) 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); (ii) with respect to any Plan, a failure to

satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived; (iii) 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; (iv) the incurrence by the Borrower or any ERISA Affiliate of any liability under Title

IV of ERISA with respect to the distress termination described in Section 4041(c) of ERISA of any Plan; (v) the receipt

by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan

or Plans or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (vi) the incurrence by the Borrower or

any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (vii) the

receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the 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 or in reorganization, within the meaning of Title IV 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.

“Event of Default”

has the meaning assigned to such term in Section 8.1.

“Excluded Collateral”

means interests of the Borrower and the Subsidiary Guarantors in (a) the following interests in Real Property (except to the extent

that a lien thereon may be perfected by the filing of a uniform commercial code financing statement): (i) interests in Real Property

owned or held by the Borrower or any Subsidiary Guarantor on the Closing Date, (ii) fee interests in Real Property acquired after

the Closing Date not in excess of $20,000,0000 in respect of any individual parcel (or contiguous parcels) of Real Property, or $40,000,000

in the aggregate, and (iii) leasehold interests in Real Property, (b) patents, trademarks and copyrights (other than any patents,

trademarks and copyrights constituting Collateral immediately prior to the Closing Date) not in excess of $10,000,000 in the aggregate,

(c) joint ventures (other than any joint ventures constituting Collateral immediately prior to the Closing Date) not in excess of

$10,000,000 individually or $20,000,000 in the aggregate, (d) any Liberty Subsidiary or Unrestricted Subsidiary and (e) personal

property not included in the definition of “Collateral” as defined in the Security Agreement.

“Excluded Property”

means the property and assets excluded from Collateral pursuant to Section 2(b) of the Security Agreement.

“Excluded Subsidiary”

means (i) the subsidiaries that are “Excluded Subsidiaries” under the Existing Credit Agreement as of the Amendment Effective

Date (which such subsidiaries are set forth on Schedule 1.1B) and (ii) (a) each Domestic Subsidiary which is an Immaterial

Subsidiary for so long as such Domestic Subsidiary remains an Immaterial Subsidiary, (b) each Domestic Subsidiary that is not a Wholly

Owned Subsidiary on any date such subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 6.11

(for so long as such subsidiary remains a non-Wholly Owned Subsidiary), (c) each Domestic Subsidiary that is a CFC Holdco or a subsidiary

of a Foreign Subsidiary that is a CFC, (d) each Unrestricted Subsidiary, (e) each Domestic Subsidiary that is prohibited or

restricted by applicable law, rule or regulation or by any contractual obligation existing on the Amendment Effective Date (or, if

later, the date that such Person becomes a Subsidiary) from guaranteeing the Obligations (in the case of any such prohibition or restriction

under any contractual obligation arising after the Amendment Effective Date, to the extent that such prohibition or restriction is not

entered into in contemplation of such Person becoming a subsidiary), or which would require governmental (including regulatory) consent,

approval, license or authorization to provide a guarantee of the Obligations unless such consent, approval, license or authorization has

been received or obtained, (f) any captive insurance subsidiary, (g) not-for-profit subsidiaries or special purpose entities,

(h) each Domestic Subsidiary acquired pursuant to an Acquisition permitted by Section 7.5 or other Investment permitted by Section 7.4

that, at the time of such Acquisition or other Investment, has assumed Indebtedness not incurred in contemplation of such Acquisition

or other Investment and each subsidiary that is a subsidiary thereof that guarantees such Indebtedness, in each case, to the extent such

Indebtedness prohibits such subsidiary from becoming a Subsidiary Guarantor, (i) any Foreign Subsidiary or (j) any other Domestic

Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the cost, burden or consequences

(including adverse Tax consequences) of providing a guarantee is excessive in view of the benefits to be obtained by the Lenders.

“Excluded Swap Obligations”

means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor

of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal

under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application of 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.

“Excluded Taxes”

means any of the following Taxes imposed on or with respect to any Credit Party or required to be withheld or deducted from a payment

to a Credit Party, (i) net income or net profits, net worth, branch profits or similar Taxes, and franchise Taxes, imposed in each

case (A) as a result of such Credit Party (or, in the case of a pass through entity, any of its beneficial owners) being organized

under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or

any political subdivision thereof) or (B) as a result of any other present or former connection between such Credit Party or such

beneficial owner thereof and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority

thereof or therein (other than any such connection arising solely from such recipient having executed, delivered, become a party to, performed

its obligations, perfected a security interest or received a payment under, or engaged in any other transaction pursuant to and/or enforced,

any Loan Document, and/or sold or assigned an interest in any Loan or Loan Document), (ii) [reserved], (iii) in the case of

a Lender, U.S. federal withholding taxes, including backup withholding Taxes, imposed on amounts payable to or for the account of such

Lender with respect to an applicable interest in a Loan or Commitment (including, for the avoidance of doubt, fees payable in respect

of an issued Letter of Credit pursuant to Section 3.3(b)) pursuant to a law in effect on the date on which (A) such Lender acquires

an interest in the applicable Commitment (including, for the avoidance of doubt, with respect to an applicable interest in a Loan funded

by such Lender pursuant to a prior Commitment of such Lender, the interest in such prior Commitment) or, if such Lender did not fund the

applicable Loan pursuant to a prior Commitment of such Lender, the date on which such Lender acquired the applicable interest in such

Loan (in each case, other than pursuant to an assignment request by the Borrower under Section 3.9) or (B) such Lender changes

its lending office, except in each case to the extent that, pursuant to Section 3.7, amounts with respect to such Taxes were payable

either to such Lender’s assignor immediately before such Lender acquires the applicable interest in the Loan or Commitment or to

such Lender immediately before it changed its lending office, (iv) Taxes resulting from such Credit Party’s failure to comply

with Section 3.7(e), (f), (g) or (i), (v) any withholding taxes imposed under FATCA and (vi) any U.S. federal backup

withholding under Section 3406 of the Code.

“Existing Credit Agreement”

has the meaning set forth in the Recitals.

“Existing Letter of

Credit” means each letter of credit outstanding on the Amendment Effective Date under the Existing Credit Agreement immediately

prior to giving effect to the Amendment Agreement.

“Existing Loan Documents”

has the meaning given to such term in Section 1.11(b).

“Existing Revolving

Facility” means (a) the Revolving Commitments (other than

2026 Incremental Revolving Commitments), other than Extended Revolving Commitments and Refinancing Revolving Commitments, and (b) the

Revolving Loans (other than 2026 Incremental Revolving Loans), other

than Extended Revolving Loans and Refinancing Revolving Loans.

“Existing Revolving

Facility Maturity Date” means March 25, 2030 (the “Initial Existing Revolving Facility Maturity Date”);

provided that if as of the date that is 91 days prior to the maturity date of the 2028 Notes (or any Indebtedness (other than borrowings

under the Existing Revolving Facility, any other Revolving Commitments or Indebtedness incurred pursuant to Section 7.1(o)) that

refinances any of the 2028 Notes and has a maturity date that is 91 days prior to

the Initial Existing Revolving Facility Maturity Date) (such date, the “Revolving Facility Springing Maturity Date”),

any 2028 Notes remain outstanding, then the Existing Revolving Facility Maturity Date shall be the Revolving Facility Springing Maturity

Date.

“Existing Revolving

Loan” means a Revolving Loan under the Existing Revolving Facility.

“Expiring Credit Commitment”

has the meaning given to such term in Section 2.10(d).

“Extended Revolving

Commitment” has the meaning given to such term in Section 2.15(a).

“Extended Revolving

Loans” means Loans made to the Borrower pursuant to Extended Revolving Commitments.

“Extended Term Loans”

has the meaning given to such term in Section 2.15(a).

“Extending Revolving

Lender” has the meaning given to such term in Section 2.15(a).

“Extending Term Lender”

has the meaning given to such term in Section 2.15(a).

“Extension”

has the meaning given to such term in Section 2.15(a).

“Extension Amendment”

means an amendment to this Agreement in connection with an Extension as described in Section 2.15(c).

“Extension Offer”

has the meaning given to such term in Section 2.15(a).

“Facilities”

means, collectively, the following facilities: (a) the Term A Loan Commitments and the Term A Loans, (b) the

2026 Incremental Term A-1 Loan Commitments and 2026 Incremental Term A-1 Loans, (c) the 2026 Incremental Term A-2 Loan Commitments

and 2026 Incremental Term A-2 Loans, (d) Incremental Term Commitments and Incremental Term Loans of the same Class, (ce)

the Existing Revolving Facility, (df)

the 2026 Incremental Revolving Facility, (g) any Incremental Revolving Facility and the Incremental Revolving Loans made thereunder

of the same Class and (eh)

any other Class of Loans and any related Commitments.

“Facility Amendment”

means an Incremental Amendment, a Revolving Increase Supplement, a Refinancing Amendment or an Extension Amendment.

“Fair Market Value”

means, with respect to any property or assets, the price which could be negotiated in an arm’s-length free market transaction, for

cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

Fair Market Value shall be determined, except as otherwise expressly provided in this Agreement, by any Financial Officer of the Borrower

in good faith.

“Farm Credit Lender”

means a federally-chartered Farm Credit System lending institution organized under the Farm Credit Act of 1971 or the Federal Agriculture

Mortgage Corporation.

“FATCA” means

Sections 1471 through 1474 of the Code, as of the Amendment Effective Date (or any amended or successor version that is substantively

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

any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described

above), any intergovernmental agreement, treaty or convention among Governmental Authorities entered into to implement such Sections of

the Code, and any related laws, regulations and official administrative practices to effect any such intergovernmental agreement, treaty

or convention.

“FCC” means

the Federal Communications Commission, or any Governmental Authority succeeding to the functions thereof.

“FCC License”

means any governmental approval or authorization issued by the FCC pursuant to the Communications Act or otherwise that authorizes a Person

to transmit or receive radio waves, microwaves or other signals (whether terrestrial or otherwise).

“Federal Funds Effective

Rate” means, for any day, the higher of (a) 0.00% and (b) a rate per annum equal to the weighted average of the rates

on overnight federal funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank

of New York on the Business Day next succeeding such day; provided that if the day for which such rate is to be determined is not

a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day

as so published on the next succeeding Business Day.

“Financial Covenant”

means the covenant set forth in Section 7.15.

“Financial Covenant

Credit Exposure” means, with respect to any Lender at any time, the sum of such Lender’s Revolving Credit Exposure and

Term Loans for all Financial Covenant Facilities. Notwithstanding anything to the contrary herein contained, in connection with determining

whether a Lender holds Financial Covenant Credit Exposure, Lenders with any Incremental Commitments that, when incurred, would be considered

a Financial Covenant Facility (and to the extent such Incremental Commitments are being established concurrently with the determination

of whether a Lender holds Financial Covenant Credit Exposure, solely to the extent such Incremental Commitments are then permitted to

be established in accordance with Section 2.13 as in effect immediately prior to the establishment of such Incremental Commitment),

shall be treated as having Financial Covenant Credit Exposure.

“Financial Covenant

Event of Default” has the meaning given to such term in Section 8.1(d).

“Financial Covenant

Facility” means any Loan or Commitment under any Facility other than a Non-Financial Covenant Facility.

“Financial Covenant

Lender” means a Lender with a Commitment, or that holds a Loan, under a Financial Covenant Facility.

“Financial Officer”

means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer, controller, senior vice president-finance

or vice president-finance of such Person, or any other officer at such Person with substantially similar responsibilities as any of the

foregoing officers.

“First Lien Debt”

means, as of any date, (a) the aggregate principal amount of all Indebtedness of the Borrower and the Subsidiaries that would be

reflected as liabilities on a consolidated balance sheet of the Borrower and the Subsidiaries as of such date determined in accordance

with GAAP that is (i) secured by a Lien on any of the Collateral on an equal priority basis or senior priority basis with the Liens

securing the First Lien Obligations or (ii) secured by assets of the Borrower and the Subsidiaries that are not Collateral, minus

(b) Permitted NMTC Debt to the extent included therein, minus (c) Permitted Cash minus (d) Indebtedness permitted

by Section 7.1(n) and Section 7.1(x), plus (e) without duplication of the amounts included in

clause (a) immediately above, the aggregate principal amount of all Securitizations of the Borrower and the Subsidiaries.

“First Lien Leverage

Ratio” means, as of any date, the ratio of (i) First Lien Debt on such date to (ii) Trailing Adjusted Operating Cash

Flow.

“First Lien Obligations”

means the Obligations and any other Indebtedness that is, or purported to be, secured by Liens on the Collateral on an equal priority

basis with the Liens on the Collateral securing the Term A Loans, 2026 Incremental

Term A-1 Loans and 2026 Incremental Term A-2 Loans. For the avoidance of doubt, “First Lien Obligations” shall include

the Term A Loans, 2026 Incremental Term A-1 Loans and 2026 Incremental Term

A-2 Loans.

“Fitch” means

Fitch, Inc. and any successor to its rating agency business.

“Fixed Amounts”

has the meaning assigned to such term in Section 1.6(c).

“Fixed Dollar Incremental

Amount” has the meaning assigned to such term in Section 2.13(d)(iii)(A).

“Flood Insurance Laws”

means, collectively, (i) the National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973, (iii) the

National Flood Insurance Reform Act of 1994, (iv) the Flood Insurance Reform Act of 2004 and (v) the Biggert-Waters Flood Insurance

Reform Act of 2012.

“Floor” means

0.00% per annum.

“Forecasts”

has the meaning assigned to such term in Section 4.4(b).

“Foreign Affected Sale”

has the meaning set forth in Section 2.7(d).

“Foreign Lender”

means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Foreign Subsidiary”

means any subsidiary of the Borrower that is organized and existing under the laws of a jurisdiction other than the United States, any

State thereof or the District of Columbia.

“Franchises”

means all franchises and franchise applications required in connection with the Communications Business, other than FCC Licenses.

“Funding

Outside Date” has the meaning specified in Section 5.3.

“GAAP” means

generally accepted accounting principles in effect from time to time in the United States of America.

“GCI Divestiture Tax

Receivables Agreement” means the GCI Divestiture Tax Receivables Agreement (as defined in the Liberty Broadband Merger Agreement),

as in effect as of the date of the GCI Spin-Off, as may be amended from time to time thereafter but only to the extent any such amendment

is not materially adverse to the Lenders.

“GCI Divestiture Tax

Sharing Agreement” means the GCI Divestiture Tax Sharing Agreement (as defined in the Liberty Broadband Merger Agreement), as

in effect as of the date of the GCI Spin-Off, as may be amended from time to time thereafter but only to the extent any such amendment

is not materially adverse to the Lenders.

“GCI

Liberty” means GCI Liberty, Inc., a Nevada corporation.

“GCI Holdings”

means GCI Holdings, LLC, a Delaware limited liability company.

“GCI

Liberty” means GCI Liberty, Inc. (n/k/a Liberty Capital Corporation), a Nevada corporation.

“GCI Spin-Off”

means the transfer of the Borrower and each of its Subsidiaries to GCI Liberty and distribution of common stock of GCI Liberty to shareholders

of Liberty Broadband in accordance with the terms of the Liberty Broadband Merger Agreement.

“Governmental Authority”

means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and

any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,

taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the

European Union or the European Central Bank).

“Guarantee”

of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having

the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)

in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase

or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance

or supply funds for the purchase of) any security for the payment thereof, (ii) to purchase or lease property, securities or services

for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working

capital, equity capital or any other financial statement condition or liquidity of the primary obligor as to enable the primary obligor

to pay such Indebtedness or other obligation or (iv) as an account party in respect of any letter of credit or letter of guaranty

issued to support such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements

for collection or deposit in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to

be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee

is made and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such

Guarantee in accordance with GAAP. The term “guarantee” or “guaranteed” as a verb has a correlative meaning thereto.

“Guarantee Supplement”

means a Guarantee Supplement in the form of Exhibit H.

“Guarantors”

means the Subsidiary Guarantors and any other Person that executes this Agreement in accordance with Section 6.11 or 6.16 (other

than the Borrower) and delivers the applicable Security Documents.

“Hazardous Materials”

means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum

or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes

and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Agreement”

means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest

or currency exchange rate or commodity price swap, cap, collar, hedging or other like arrangement.

“Immaterial Subsidiary”

means any Subsidiary that is not a Material Subsidiary.

“Incremental Amendment”

has the meaning assigned to such term in Section 2.13(f).

“Incremental Commitments”

has the meaning assigned to such term in Section 2.13(a).

“Incremental Facility

Closing Date” has the meaning assigned to such term in Section 2.13(d).

“Incremental Lenders”

has the meaning assigned to such term in Section 2.13(c).

“Incremental Loan”

has the meaning assigned to such term in Section 2.13(b).

“Incremental Loan Request”

has the meaning assigned to such term in Section 2.13(a).

“Incremental Revolving

Commitments” has the meaning assigned to such term in Section 2.13(a).

“Incremental Revolving

Facility” has the meaning assigned to such term in Section 2.13(a).

“Incremental Revolving

Lender” has the meaning assigned to such term in Section 2.13(c).

“Incremental Revolving

Loan” has the meaning assigned to such term in Section 2.13(b).

“Incremental Term Commitments”

has the meaning assigned to such term in Section 2.13(a).

“Incremental Term Lender”

has the meaning assigned to such term in Section 2.13(c).

“Incremental Term Loan”

has the meaning assigned to such term in Section 2.13(b).

“Incurrence-Based Amounts”

has the meaning assigned to such term in Section 1.6(c).

“Incurrence-Based Incremental

Amount” has the meaning assigned to such term in Section 2.13(d)(iii)(B).

“Indebtedness”

of any Person means (subject to Section 1.4), without duplication, (i) all obligations of such Person for borrowed money, (ii) all

obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person under

conditional sale or other title retention agreements relating to property acquired by such Person, (iv) all obligations of such Person

in respect of the deferred purchase price of property (excluding accounts payable or similar obligations incurred in the ordinary course

of business), (v) all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the

Indebtedness secured thereby has been assumed; provided that the amount of such Indebtedness will be the lesser of (x) the

Fair Market Value of such property at such date of determination and (y) the amount of such Indebtedness of such other Person, (vi) all

Guarantees by such Person of Indebtedness of others, (vii) all Capital Lease Obligations of such Person, (viii) all obligations,

contingent or otherwise, of such Person as an account party in respect of reimbursement obligations under drawn letters of credit and

drawn letters of guaranty, (ix) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances,

(x) Disqualified Equity, (xi) all obligations of such Person incurred under or in connection with a Securitization and (xii) to

the extent not otherwise included in clauses (i) through (xi), any payment obligations of any such Person at the time of determination

under any Hedging Agreement. Notwithstanding the above provisions, in no event shall the following constitute Indebtedness:

(a)            contingent

obligations incurred in the ordinary course of business or consistent with past practice;

(b)            prepaid

or deferred revenue arising on the ordinary course of business;

connection with the purchase or disposition by the Borrower or any of its Subsidiaries of any business or property, any incurred or assumed

indemnification, working capital and other post-closing payment adjustments (including earn-outs) or similar obligations and holdback

arrangements, in each case until such time as such obligation becomes a liability on the balance sheet of the Borrower or a Subsidiary

pursuant to GAAP;

(d)            obligations,

to the extent such obligations would otherwise constitute Indebtedness, under any agreement that have been irrevocably defeased or irrevocably

satisfied and discharged pursuant to the terms of such agreement;

(e)            in

the case of the Borrower and its Subsidiaries, (x) all intercompany Indebtedness having a term not exceeding 364 days (inclusive

of any roll-over or extensions of terms) and made in the ordinary course of business and (y) intercompany liabilities in connection

with cash management, tax and accounting operations of the Borrower and its Subsidiaries;

(f)            [reserved];

(g)            reimbursement

obligations under letters of credit (provided that unreimbursed amounts under letters of credit will be counted as Indebtedness ten (10) Business

Days after such amount is drawn); and

(h)            Qualified

Equity.

The Indebtedness of any Person

shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent

such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except

to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

For purposes of this definition,

the amount of the payment obligation with respect to any Hedging Agreement shall be an amount equal to (i) zero, if such obligation

is an interest rate protection agreement permitted pursuant to Section 7.1(e) or (ii) the amount of any obligations under

any other Hedging Agreement equal at any time of determination to the termination value of the applicable agreement or arrangement giving

rise to such obligation under such Hedging Agreement that would be payable by such Person at such time, after giving effect to all netting

arrangements.

“Indemnified Taxes”

means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan

Party under any Loan Document.

“Indemnitee”

has the meaning assigned to such term in Section 10.3(b).

“Independent Assets

or Operations” means, with respect to any Parent Company, that such Parent Company’s total assets, revenues, income from

continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment

in the Borrower and its subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such Parent

Company, is more than 5.0% of such Parent Company’s corresponding consolidated amount.

“Initial Default”

has the meaning set forth in Section 8.3(b).

“Initial

Existing Revolving Facility Maturity Date” has the meaning set forth in the definition of “Existing Revolving Facility Maturity

Date.”

“Initial

Term A-1 Amortization Period” has the meaning assigned to such term in Section 2.6(d).

“Intercreditor Agreement”

means (a) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are expressly

permitted hereunder to rank equal in priority to the Liens on the Collateral securing the First Lien Obligations, a customary intercreditor

agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which agreement shall provide that

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

Lien Obligations and (b) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral

that are permitted hereunder but which do not rank equal in priority to the Liens on the Collateral securing the First Lien Obligations,

a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which agreement

shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Liens on the Collateral securing the

First Lien Obligations.

“Interest Election

Request” means an Interest Election Request, substantially in the form of Exhibit D.

“Interest Expense”

means, for any Person for any period, the interest expense (including, without limitation, the interest component of Capital Lease Obligations)

of such Person and its Subsidiaries during such period determined on a consolidated basis in accordance with GAAP, plus capitalized

interest of such Person for such period, whether paid or accrued, plus all cash dividends paid or other recurring distributions

paid (excluding items eliminated in consolidation) on any series of preferred stock of any subsidiary of such Person during such period,

plus all cash dividends paid or other recurring distributions paid (excluding items eliminated in consolidation) on any series

of Disqualified Equity during such period. For purposes of this definition, interest on a Capital Lease Obligation shall be deemed to

accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capital Lease Obligation in

accordance with GAAP.

“Interest Payment Date”

means (i) with respect to each ABR Loan, the last day of each March, June, September and December, (ii) with respect to

each SOFR 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 SOFR

Loan with an Interest Period of more than three months duration, each day prior to the last day of such Interest Period that occurs at

intervals of three months duration after the first day of such Interest Period, (iii) with respect to each Existing Revolving Loan,

the Existing Revolving Facility Maturity Date, (iv) with respect to each 2026

Incremental Revolving Loan, the 2026 Incremental Revolving Facility Maturity Date, (v) with respect to each Term A Loan, the

Term A Maturity Date, and (v(vi) with

respect to each 2026 Incremental Term A-1 Loan, the 2026 Incremental Term A-1 Loan Maturity Date, (vii) with respect to each 2026

Incremental Term A-2 Loan, the 2026 Incremental Term A-2 Loan Maturity Date, (viii) with respect to each Swingline Loan, the

day that such Swingline Loan is required to be repaid pursuant to Section 2.6(a), and (viix)

with respect to each Incremental Loan, Refinancing Revolving Loan, Refinancing Term Loan, Extended Revolving Loan and Extended Term Loan,

the Maturity Date with respect to such Loan.

“Interest Period”

means, with respect to any SOFR Borrowing, the period commencing on the date of such Borrowing and ending one month, three months or six

months thereafter, as the Borrower may elect, or such other period as each Lender affected thereby may agree in each such Lender’s

sole discretion; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period

shall be extended to the next succeeding Business Day, unless, in the case of any Interest Period of at least one month, such next succeeding

Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and

(ii) any Interest Period of at least one month that commences on the last Business Day of a calendar month (or on a day for which

there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the

last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing

is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investments”

has the meaning assigned to such term in Section 7.4.

“IRU” shall

mean any agreement whereby one Person grants the exclusive and irrevocable right to use conduit, dark fiber, lit fiber (including associated

electronic and/or optical components) or other telecommunications network facilities owned by such Person to another Person for such other

Person’s own network use, but not the right to physical possession and control of such facilities, and without regard to whether

such agreement should be characterized as a lease or as a conveyance of an ownership interest.

“Issuing Bank”

means, individually and collectively, each of (i) Credit Agricole CIB and (ii),

in respect of the Existing Revolving Facility, (ii) CoBank, ACB, in respect of the 2026 Incremental Revolving Commitments and (iii) any

other Lender from time to time designated by the Borrower as an Issuing Bank under

either Existing Revolving Facility or the 2026 Incremental Revolving Facility, with the consent of such Lender and the Administrative

Agent (such consent of the Administrative Agent not to be unreasonably withheld, delayed or conditioned). At any time there is more than

one (1) Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing Bank, either Issuing Bank, each Issuing

Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context may require.

“Latest Maturity Date”

shall mean, at any date of determination, the latest maturity date applicable to any Term Loan hereunder at such time, including the latest

maturity date of any Term A Loan, 2026 Incremental Term A-1 Loans, 2026 Incremental

Term A-2 Loans, any Incremental Term Loan, or any Refinancing Term Loan, in each case as extended in accordance with this Agreement

from time to time.

“LC Disbursement”

means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“LC Exposure”

means, at any time, the sum, without duplication, of (i) the aggregate undrawn amount of all outstanding Letters of Credit at such

time plus (ii) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at

such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time. With respect

to any Letter of Credit that, by its terms or any document related thereto, provides for one or more automatic increases in the stated

amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving

effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“LC Termination Date”

means (i) with respect to the Existing Revolving Facility, the

Existing Revolving Facility Maturity Date, and

(ii) with respect to the 2026 Incremental Revolving Facility, the 2026 Incremental Revolving Facility Maturity Date, in each case

unless extended pursuant to a Facility Amendment signed by the Issuing Bank.

“LCT Election”

has the meaning assigned to such term in Section 1.7.

“LCT Test Date”

has the meaning assigned to such term in Section 1.7.

“Lenders”

means the Persons listed on Schedule 1.1A and any other Person that shall have become a party hereto pursuant to the terms and

provisions of Section 10.4, pursuant to an Assignment and Acceptance or pursuant to a Facility Amendment, other than any such Person

that ceases to be a party hereto pursuant to the terms and provisions of Section 10.4 pursuant to an Assignment and Acceptance or

upon payment in full of such Lender’s Loans and all other sums owing to such Lender under the Loan Documents (whether or not then

due) and the termination of such Lender’s Commitments. Unless the context otherwise requires, the term “Lenders” includes

the Swingline Lender.

“Lender-Related Distress

Event” means, with respect to any Lender or any direct or indirect parent company of such Lender (each, a “Lender Distressed

Person”), (a) that such Lender Distressed Person is or becomes subject to a voluntary or involuntary case under any Debtor

Relief Law, (b) a custodian, conservator, receiver, or similar official is appointed for such Lender Distressed Person or any substantial

part of such Lender Distressed Person’s assets, (c) such Lender Distressed Person is subject to a forced liquidation, makes

a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory

authority over such Lender Distressed Person or its assets to be, insolvent or bankrupt or (d) that such Lender Distressed Person

becomes the subject of a Bail-In Action; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely

by virtue of the ownership or acquisition of any Equity Interests in any Lender or any direct or indirect parent company of a Lender by

a Governmental Authority or an instrumentality thereof so long as such ownership interest does not result in or provide such Lender with

immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets

or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or

agreements made with such Lender.

“Letter of Credit”

means (i) any letter of credit (and any successive extensions thereof) issued pursuant to this Agreement and (ii) any Existing

Letter of Credit.

“Liberty Broadband”

means Liberty Broadband Corporation, a Delaware corporation, and its successors.

“Liberty Broadband

Merger Agreement” means the Agreement and Plan of Merger, dated as of November 12, 2024, as amended, restated, supplemented

or otherwise modified from time to time by and among Liberty Broadband, Charter Communications, Inc., Fusion Merger Sub 1, LLC and

Fusion Merger Sub 2, Inc.

“Liberty Dividend Assets”

means the dividend, transfer or other distribution by the Borrower or any Subsidiary of any Contributed Ventures Assets.

“Liberty Subsidiary”

means (i) Broadband Holdco, LLC, a Delaware limited liability company; Celebrate Interactive LLC, a Delaware limited liability company;

LMC Social, LLC, a Delaware limited liability company; Provide Gifts, Inc., a Delaware corporation; and Ventures Holdco, in each

case including the successor of any of the foregoing Persons, and (ii) any subsidiary of the Borrower designated as a New Liberty

Subsidiary in accordance with Section 6.11. A Liberty Subsidiary shall not be deemed a Subsidiary or an Unrestricted Subsidiary unless

and until such Liberty Subsidiary is redesignated a Subsidiary or an Unrestricted Subsidiary, as the case may be, in accordance with Section 6.16.

“Liberty Subsidiary

Designation” has the meaning assigned to such term in Section 6.11.

“Lien” means,

with respect to any asset, (i) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest

in, on or of such asset, (ii) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention

agreement relating to such asset and (iii) in the case of securities, any purchase option, call or similar right of a third party

with respect to such securities.

“Limited Condition

Transaction” means (i) any Acquisition or Investment, including by way of merger, by the Borrower or one or more of its

Subsidiaries permitted pursuant to this Agreement the consummation of which is not conditioned upon the availability of, or on obtaining,

third party financing, (ii) any Restricted Payment the irrevocable declaration of which occurs in advance of such Restricted Payment

and (iii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice

in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.

“Loan Documents”

means this Agreement, Amendment No. 1, the Notes, Letters of

Credit, each application for a Letter of Credit executed and delivered by the Borrower to the extent that any Letter of Credit related

thereto is still outstanding, each Facility Amendment, the Security Documents, any Intercreditor Agreement entered into by the Administrative

Agent as representative for the Secured Parties and the Amendment Agreement.

“Loan Increase”

means a Term Loan Increase or Revolving Commitment Increase.

“Loan Parties”

means the Borrower and the Subsidiary Guarantors and any other Person that is a Guarantor.

“Loans” means

the loans made by the Lenders to the Borrower pursuant to this Agreement or the Amendment Agreement.

“Majority Facility

Lenders” means, with respect to (a) the Term A Loan Commitments and the Term A Loans, the holders of more than 50% of the

aggregate unpaid principal amount of the Term A Loans, (b) the Incremental Term Commitments and Incremental Term Loans of the same

Class, the holders of more than 50% of the aggregate unpaid principal amount of the Incremental Term Loans of such Class, (c) the

Revolving Commitments and the Revolving Loans of the same Class, the holders of more than 50% of the aggregate Revolving Commitments of

such Class, and (d) the

2026 Incremental Term A-1 Loan Commitments and the 2026 Incremental Term A-1 Loans, (i) from and after the borrowing of the 2026

Incremental Term A-1 Loans, the holders of more than 50% of the aggregate unpaid principal amount of the 2026 Incremental Term A-1 Loans

and (ii) to the extent the 2026 Incremental Term A-1 Loans are not funded on or prior to the Funding Outside Date, the holders of

the 2026 Incremental Term A-1 Loan Commitments shall be ignored for purposes of determining Majority Facility Lender, (e) the 2026

Incremental Term A-2 Loan Commitments and the 2026 Incremental Term A-2 Loans, the holders of more than 50% of the aggregate unpaid principal

amount of the 2026 Incremental Term A-2 Loans, (f) the 2026 Incremental Revolving Commitments and the 2026 Incremental Revolving

Loans, (i) to the extent the Amendment No. 1 Funding Date occurs on or prior to the Funding Outside Date, the holders of more

than 50% of the aggregate 2026 Incremental Revolving Commitments and (ii) to the extent the Amendment No. 1 Funding Date does

not occur on or prior to the Funding Outside Date, the holders of the 2026 Incremental Revolving Commitments shall be ignored for purposes

of determining Majority Facility Lender and (g) any other Class of Term Loans, the holders of more than 50% of the aggregate

unpaid principal amount of the Term Loans of such Class.

“Margin Stock”

has the meaning assigned to such term in Regulation U.

“Material Adverse Effect”

means a material adverse effect on (i) the business, assets, properties, results of operations, or financial condition of the Borrower

and the Subsidiaries, taken as a whole or (ii) the rights of, or remedies available to, the Credit Parties under the Loan Documents.

“Material Obligations”

means Indebtedness (other than Indebtedness under the Loan Documents) of any one or more of the Borrower or any Subsidiary in an aggregate

principal amount exceeding $100,000,000. For purposes of determining Material Obligations, the “principal amount” of the obligations

of any Person in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements)

such Person would be required to pay if such Hedging Agreement were terminated at such time. For purposes of determining Material Obligations,

the “principal amount” in respect of any Securitization shall be determined as set forth in the definition of such term.

“Material Subsidiary”

means each Subsidiary of the Borrower now existing or hereafter acquired or formed and each successor thereto other than any Subsidiary

(a) which accounts for not more than (i) 5.0% of the consolidated gross revenues (after intercompany eliminations) of the Borrower

and its subsidiaries and (ii) 5.0% of the Total Assets (after intercompany eliminations) of the Borrower and its subsidiaries, in

each case, as of the last day of the most recently completed fiscal quarter as reflected on the financial statements for such quarter

delivered in accordance with Section 6.1. If the Subsidiaries that do not constitute Material Subsidiaries pursuant to the previous

sentence account for, in the aggregate, more than the lesser of (i) 10.0% of the consolidated gross revenues (after intercompany

eliminations) of the Borrower and its subsidiaries and (ii) 10.0% of the Total Assets of the Borrower and its subsidiaries, each

as described in the previous sentence, then the term “Material Subsidiary” shall include each such Subsidiary selected by

the Borrower necessary to account for at least 90.0% of the consolidated gross revenues of the Borrower and its subsidiaries and 90.0%

of the Total Assets of the Borrower and its subsidiaries, each as described in the previous sentence; provided that any Subsidiary

deemed to constitute a Material Subsidiary pursuant to this sentence may subsequently constitute an Immaterial Subsidiary so long as the

Borrower is in compliance with the foregoing.

“Materials”

has the meaning assigned to such term in Section 10.1.

“Maturity Date”

means (a) with respect to the Term A Loans, the Term A Maturity Date, (b) with respect to the 2026

Incremental Term A-1 Loans, the 2026 Incremental Term A-1 Loan Maturity Date (c) with respect to the 2026 Incremental Term A-2 Loans,

the 2026 Incremental Term A-2 Loan Maturity Date, (d) with respect to the Revolving Commitments under the Existing Revolving

Facility, the Existing Revolving Facility Maturity Date, (ce)

with respect to the 2026 Incremental Revolving Commitments under the 2026 Incremental Revolving Facility, the 2026 Incremental Revolving

Facility Maturity Date, (f) with respect to any Class of Incremental Term Loans or Incremental Revolving Commitments,

the final maturity as specified in the applicable Incremental Amendment, (eg)

with respect to any Class of Extended Term Loans or Extended Revolving Commitments, the final maturity date as specified in the applicable

Extension Amendment, and (fh)

with respect to any Class of Refinancing Term Loans or Refinancing Revolving Commitments, the final maturity date as specified in

the applicable Refinancing Amendment.

“Maximum Rate”

has the meaning assigned to such term in Section 10.12.

“Minimum Extension

Condition” has the meaning given to such term in Section 2.15(b).

“Moody’s”

means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Mortgages”

means the mortgages, deeds of trust, assignments of leases and rents and other security documents (if any) delivered pursuant to this

Agreement with respect to the granting of a Lien on Real Property, each in form and substance reasonably satisfactory to the Administrative

Agent.

“Multiemployer Plan”

means a multiemployer plan as defined in Section 4001(a)(3) of ERISA, and to which the Borrower or an ERISA Affiliate is making,

is obligated to make or has made or been obligated to make, contributions on behalf of participants who are or were employed by any of

them.

“Net Income”

means, with respect to any Person for any period, the net income (loss) of such Person and its Subsidiaries during such period determined

on a consolidated basis in accordance with GAAP (without deduction for minority interests); provided that there shall be excluded

from such Net Income, without duplication, (i) with respect to the Borrower, any net income (loss) of any Person if such Person is

not a Subsidiary, except that the Borrower’s equity in the net income of any such Person for such period shall be included in such

Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Borrower or a Subsidiary as

a dividend or other distribution (subject, in the case of a dividend or other distribution to a Subsidiary, to the limitations contained

in clause (ii) below (if applicable)) and (ii) solely for purposes of calculating the OCF Builder Prong of the Cumulative Credit,

with respect to the Borrower, any net income (loss) of any Subsidiary (other than a Subsidiary Guarantor) that is subject to restrictions

on the payment of dividends or the making of distributions by such Subsidiary (other than restrictions not prohibited by Section 7.11),

directly or indirectly, to the Borrower or a Subsidiary Guarantor, except that the Borrower’s equity in the net income of any such

Subsidiary for such period shall be included in such Net Income up to the aggregate amount of cash that could have been distributed by

such Subsidiary during such period to the Borrower or another Subsidiary as a dividend (subject, in the case of a dividend to another

Subsidiary, to the limitation contained in this clause).

“Net Proceeds”

shall mean (X) with respect to any sale or other disposition of assets or any casualty event or condemnation, the aggregate amount

of cash received by the Borrower or any Subsidiary Guarantor and any cash payments received upon the sale or other disposition of any

Designated Non-Cash Consideration received in such sale or other disposition, including (a) any cash received in respect of any non-cash

proceeds (including Designated Non-Cash Consideration), but only as and when received, (b) in the case of a casualty, insurance proceeds,

and (c) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (i) amounts paid or

reserved, if any, for Taxes payable with respect to the transaction, event or condemnation or such sale or other disposition of Designated

Non-Cash Consideration, (ii) transaction fees, commissions, discounts, costs and out-of-pocket expenses properly attributable to

the transaction or such sale or other disposition of Designated Non-Cash Consideration, (iii) the principal amount of any Indebtedness

(other than the First Lien Obligations) that is secured by assets subject to the transaction and that is repaid in connection therewith,

and (iv) any reserve for adjustments in respect to the transaction established in accordance with GAAP, and (Y) in connection

with any incurrence of Indebtedness or any issuance or sale of Equity Interests, the cash proceeds received from such incurrence or issuance,

net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary

fees, Taxes and expenses actually incurred in connection therewith.

“New Included Subsidiary”

has the meaning assigned to such term in Section 6.11.

“New Liberty Subsidiary”

has the meaning assigned to such term in Section 6.11.

“New Subsidiary”

has the meaning assigned to such term in Section 6.11.

“NMTC Subsidiaries”

means Twain Investment Fund 627, LLC, New Markets Investment 145 LLC, Northern Development Fund X, LLC, Twain Investment Fund 384, LLC

and Unicom 7 Investment Fund, LLC, and each investment fund that becomes a subsidiary of the Borrower after the Closing Date in connection

with a Permitted NMTC Transaction, and each subsidiary of each of the foregoing.

“Non-Consenting Lender”

has the meaning assigned to such term in Section 10.2(c).

“Non-Expiring Credit

Commitments” has the meaning given to such term in Section 2.10(d).

“Non-Financial Covenant

Facility” means any Loan or Commitment under any Facility that, pursuant to its Facility Amendment, does not contain the Financial

Covenant; provided that any such Facility that is amended to contain the Financial Covenant shall cease to be a Non-Financial Covenant

Facility on the date that such amendment becomes effective and such Facility becomes subject to the Financial Covenant.

“Non-Financial Covenant

Lender” means a Lender with a Commitment, or that holds a Loan, under a Non-Financial Covenant Facility.

“Not Otherwise Applied”

means, with reference to any amount of proceeds of any transaction or event, that such amount was not previously (and is not concurrently

being) applied in determining the permissibility of any other transaction under the Loan Documents where such permissibility was or is

(or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose.

“Notes” means,

to the extent issued pursuant to Section 2.8(d), promissory notes evidencing the Loans substantially in the form of (a) Exhibit B-1,

in the case of any Revolving Loan (including any 2026 Incremental Revolving

Loan), (b) Exhibit B-2, in the case of any Swingline Loan, (c) Exhibit B-3 in the case of any

Term A Loan, 2026 Incremental Term A-1 Loan, or 2026 Incremental Term A-2

Loan, or (d) the appropriate exhibit attached to the relevant Facility Amendment.

“Obligations”

has the meaning assigned to such term in the Security Agreement.

“OCF Builder Prong”

has the meaning specified in the definition of “Cumulative Credit.”

“OFAC” means

the Office of Foreign Assets Control of the U.S. Department of Treasury.

“Operating Cash Flow”

means, for any Person and its subsidiaries for any period, (a) Net Income of such Person for such period, plus (b) without

duplication and to the extent deducted in determining such Net Income, the sum of (i) Interest Expense for such period, (ii) provisions

for taxes for such period based on income, profits or capital, (iii) the aggregate amount attributable to depreciation and amortization

for such period, (iv) the aggregate amount of extraordinary or non-recurring charges during such period (including the amount of

any regulatory judgments, rulings or litigation that causes a financial ramification during such period) and (v) any losses realized

upon the sale or other disposition of any property of such Person or its consolidated Subsidiaries (including pursuant to any Sale and

Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business, minus (c) without duplication

and to the extent added in determining such Net Income, the sum of (i) the aggregate amount of extraordinary, non-operating and non-recurring

additions to income during such period (including IRUs that do not provide for periodic payments to be made at least semi-annually during

the term of such transaction in proportion to the availability of capacity), and (ii) any gains realized upon the sale or other disposition

of any property of such Person or its consolidated Subsidiaries (including pursuant to any Sale and Leaseback Transaction) which is not

sold or otherwise disposed of in the ordinary course of business.

“Original Person”

has the meaning assigned to such term in Section 1.5.

“Other Connection Taxes”

means, with respect to any Credit Party, Taxes imposed as a result of a present or former connection between such Credit Party and the

jurisdiction imposing such Tax (other than connections arising from such Credit Party having executed, delivered, become a party to, performed

its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant

to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Refinancing

Condition” means, in connection with any issuance of Other Replacement Debt in respect of any of the Senior Notes, the following

condition shall be required to be satisfied substantially simultaneously with the incurrence of such Other Replacement Debt: such Senior

Notes shall have been (a) paid in full, (b) defeased in accordance with the terms of the indenture for such Senior Notes, (c) called

for redemption in accordance with the indenture for such Senior Notes and an amount (in the form required, if any) as shall be sufficient

to pay the entire principal of, premium, if any, and interest on such Senior Notes on the applicable redemption date (the “Segregated

Funds”) shall have been (i) irrevocably deposited with the trustee for such Senior Notes, in trust, for the benefit of

the holders of the Senior Notes, (ii) irrevocably deposited into an escrow with the Administrative Agent or its designee, such escrow

to be on terms and conditions reasonably satisfactory to the Administrative Agent, such escrowed amounts to be used only for the purpose

of paying the principal of, premium, if any, and interest on such Senior Notes on the applicable redemption date, or (iii) any combination

of clauses (i) and (ii) immediately above, or (d) any combination of clauses (a), (b) or (c) immediately above.

“Other Refinancing

Indebtedness” means, with respect to any Indebtedness, any other Indebtedness that renews, refinances or replaces such Indebtedness;

provided that (1) the only obligors under such renewal, refinancing or replacement Indebtedness are Persons that were obligors

under the Indebtedness being renewed, refinanced or replaced, (2) if the Indebtedness being renewed, refinanced or replaced is subordinated

in right of payment to the Obligations, such renewal, refinancing or replacement Indebtedness shall be subordinated in right of payment

to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being

renewed, refinanced or replaced, (3) such renewal, refinancing or replacement shall not increase the principal amount of such Indebtedness

(other than with respect to any existing revolving commitments unutilized thereunder to the extent that the portion of any existing and

unutilized revolving commitment being refinanced was permitted to be drawn under Section 7.1 immediately prior to such refinancing

(other than by reference to Other Refinancing Indebtedness), and such drawing shall be deemed to have been made), and any accrued interest,

premiums, fees or expenses payable in connection with such renewal, refinancing or replacement, and any original issue discount in connection

therewith, (4) such renewal, refinancing or replacement Indebtedness has a final stated maturity date equal to or later than the

final stated maturity date of the Indebtedness being renewed, refinanced or replaced, (5) such renewal, refinancing or replacement

Indebtedness has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of the Indebtedness

being renewed, refinanced or replaced (provided that such Indebtedness may be incurred in the form of a customary “bridge”

or other interim credit facility intended to be refinanced or replaced with long-term indebtedness so long as, subject only to customary

conditions the failure of which to be satisfied would otherwise result in an Event of Default, it would either be automatically converted

into or required to be exchanged for permanent financing which satisfies the requirements of this clause (5)), (6) if the Indebtedness

being renewed, refinanced or replaced is unsecured, such renewal, refinancing or replacement Indebtedness is unsecured and (7) if

the Indebtedness being renewed, refinanced or replaced is secured by any assets securing the Obligations, (x) such renewal, refinancing

or replacement Indebtedness may be secured by such Collateral but only on terms not materially less favorable to the Lenders, as determined

by the Borrower in good faith, than the terms and conditions of the security in respect of the Indebtedness being renewed, refinanced

or replaced and (y) the holders of such renewal, refinancing or replacement Indebtedness (or their authorized representative on their

behalf) shall become party to an Intercreditor Agreement; provided, further, that Other Refinancing Indebtedness shall not

include (a) Indebtedness of a Subsidiary that extends, renews, refinances, replaces or refunds, Indebtedness of the Borrower

or (b) Indebtedness of the Borrower or a Subsidiary that extends, renews, refinances, replaces or refunds Indebtedness of an Unrestricted

Subsidiary or a Liberty Subsidiary.

“Other Replacement

Debt” means senior unsecured debt of the Borrower that meets the following criteria: (i) such debt constitutes Other Refinancing

Indebtedness, (ii) such debt does not require any payment or prepayment (including, without limitation, any sinking fund or similar

payment) of principal prior to the Permitted Debt Maturity Date other than pursuant to mandatory prepayment requirements not materially

more restrictive than those applicable to the Senior Notes unless such prepayment requirements apply solely after the Permitted Debt Maturity

Date, with such changes thereto as shall be reasonably acceptable to the Administrative Agent, and (iii) the affirmative covenants,

negative covenants and events of default applicable thereto shall not be materially more restrictive in substance, when taken as a whole,

than those applicable to the Indebtedness being refinanced, except for (a) any covenants and events of default that apply solely

after the Permitted Debt Maturity Date, (b) such covenants and events of default that are not more restrictive, when taken as a whole,

than the related covenants and events of default in this Agreement and (c) as otherwise reasonably acceptable to the Administrative

Agent.

“Other Taxes”

means any and all current or future stamp, court or documentary, intangible, recording, filing or similar Taxes arising from any payment

made under, from the execution, delivery, performance, registration or enforcement of, from the receipt or perfection of a security interest

under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to

an assignment (other than an assignment made pursuant to Section 3.9).

“Parent”

means (x) prior to the consummation of the GCI Spin-Off, Liberty Broadband and (y) following consummation of the GCI Spin-Off,

GCI Liberty, and, in each case, any successor (by merger, consolidation, transfer or otherwise) to all or substantially all of its assets;

and any subsequent successor (by merger, consolidation, transfer or otherwise) to all or substantially all of a successor’s assets,

provided, that if a Transferee Parent becomes the beneficial owner of all or substantially all of the equity securities of Borrower then

Beneficially Owned by Parent as to which Parent has dispositive power, the term “Parent” shall also mean such Transferee Parent

and any successor (by merger, consolidation, transfer or otherwise) to all or substantially all of its assets; provided that, no Person

shall be deemed “Parent” until satisfaction of the requirements of clauses (b), (c) and (d) of the definition of

“Permitted Change in Control Transaction” as if such Person were a Transferee. “Transferee Parent” for

this purpose means, in the event of any transaction or series of related transactions involving the direct or indirect transfer (or relinquishment

of control) by Parent of a Person or Persons (a “Transferred Person”) that hold equity securities of Borrower Beneficially

Owned by Parent, such Transferred Person or its successor in such transaction or any ultimate parent entity (within the meaning of the

Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) of such Transferred Person or its successor if immediately after giving

effect to such transaction or the last transaction in such series, voting securities representing at least a majority of the voting power

of the outstanding voting securities of such Transferred Person, successor or ultimate parent entity are Beneficially Owned by any combination

of Parent, Persons who prior to such transaction were beneficial owners of a majority of, or a majority of the voting power of, the outstanding

voting securities of Parent (or of any publicly traded class or series of voting securities of Parent designed to track the economic performance

of a specified group of assets or businesses) or Persons who are Control Persons as of the date of such transaction or the last transaction

in such series. “Control Person” for this purpose means each of (a) the Chairman of the Board of Parent, (b) the

President, Chief Executive Officer, Principal Financial Officer, Chief Accounting Officer, Treasurer, Chief Legal Officer and Chief Administrative

Officer of Parent, (c) any Executive Vice President, Senior Vice President, Vice President or Assistant Vice President of Parent,

(d) each of the directors of Parent and (e) the respective Affiliated Persons of the Persons referred to in clauses (a) through

(d).

“Parent Company”

means any Person that is a direct or indirect parent (which may be organized as, among other things, a partnership) of Parent and/or the

Borrower (for the avoidance of doubt, in the case of the Borrower, including Parent), as applicable.

“Participant”

has the meaning assigned to such term in Section 10.4(d).

“Participant Register”

has the meaning assigned to such term in Section 10.4(d).

“Patriot Act”

has the meaning assigned to such term in Section 10.13.

“PBGC” means

the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Asset Swap”

means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and de minimis

cash or Cash Equivalents between the Borrower or a Subsidiary and another Person of comparable or greater market value than the assets

exchanged, as determined in good faith by the Borrower.

“Permitted Cash”

means, as of any date, the sum of (x) all unrestricted cash and Cash Equivalents of the Borrower and the Subsidiaries and (y) without

duplication, all cash and Cash Equivalents of the Borrower and the Subsidiaries to the extent not subject to a Lien (other than Permitted

Encumbrances within the meaning of clauses (a), (e) and/or (i) of the definition thereof and/or any Lien permitted pursuant

to Section 7.2(a)).

“Permitted Change in

Control Transaction” means any Change in Control Transaction in which the following conditions are satisfied:

(a)            the

applicable Transferee has on the date of such Change in Control Transaction (or for any period beginning on or prior to such Change in

Control Transaction and throughout which the Borrower’s corporate family rating is under publicly announced consideration for downgrade

by at least one of Moody’s, S&P or Fitch due to such Change in Control Transaction) either (i) an investment grade corporate

family rating by Moody’s, S&P or Fitch or (ii) a corporate family rating equal to or better than the Borrower’s rating

with Moody’s, S&P or Fitch on both the date of the first public announcement of such Change in Control Transaction and the date

of consummation of such Change in Control Transaction;

(b)            the

applicable Transferee is not a Sanctioned Person;

transaction does not violate any Anti-Corruption Laws or Anti-Money Laundering Laws applicable to the applicable Transferee or Sanctions

applicable to the applicable Transferee or to any party hereto; and

(d)            each

of the Administrative Agent and each Lender shall have received all documentation and other information reasonably requested by such Person

in writing at least 10 Business Days prior to the consummation of such Change in Control Transaction that such Person has reasonably determined

is required by United States bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws

and regulations, including the Patriot Act and the Beneficial Ownership Regulation.

“Permitted Debt Maturity

Date” means the date that is 90 days after the Latest Maturity Date.

“Permitted Encumbrances”

means:

(a)            Liens

imposed by law for Taxes, assessments or governmental charges or levies on the property of the Borrower or any Subsidiary that are not

yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves have been established

in accordance with GAAP;

(b)            landlords’,

vendors’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed

by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested

in good faith by appropriate proceedings;

and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other

social security laws or regulations;

(d)            pledges

and deposits to secure the performance of bids, government, trade and other similar contracts (other than contracts for the payment of

money), leases, subleases, statutory obligations and surety, stay, appeal, indemnity, performance or other similar bonds or obligations

and other obligations of a like nature, and deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations,

or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations, in each case in the ordinary course

of business;

(e)            judgment

and attachment liens in respect of judgments that do not constitute an Event of Default under Section 8.1(k);

(f)            easements,

zoning and use restrictions, rights-of-way and similar encumbrances on, and other imperfections of title with respect to, real property

imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially interfere

with the ordinary conduct of business of the Borrower and the Subsidiaries;

(g)            Liens

on the assets of any Subsidiary in favor of the Borrower or any Subsidiary Guarantor, Liens on assets of the Borrower in favor of any

Subsidiary Guarantor and Liens on assets of any Excluded Subsidiary in favor of any Subsidiary;

(h)            Liens

on Margin Stock to the extent that a prohibition on such Liens would not violate Regulation U;

(i)             Liens

in favor of collecting or payor banks or securities intermediaries having a right of setoff, revocation, refund or chargeback with respect

to money or instruments of the Borrower or any Subsidiary on deposit with or in possession of such bank or in a security account of such

security intermediary, or arising under or pursuant to general banking conditions;

(j)             Liens

representing any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee or sublessee,

in the property subject to any lease, license or sublicense or concession agreement permitted by this Agreement;

(k)            Liens

arising from precautionary Uniform Commercial Code financing statements regarding operating leases or other precautionary purposes relating

to arrangements not constituting Indebtedness;

(l)             (i) receipt

of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related

inventory and proceeds thereof and (ii) Liens relating to purchase orders and other agreements entered into with customers or suppliers

of the Borrower or any Subsidiary in the ordinary course of business;

(m)           Liens

solely on any cash earnest money deposits made by the Borrower or any Subsidiary in connection with an Investment permitted by Section 7.4;

(n)            Liens

deemed to exist in connection with Investments permitted by Section 7.4(a) that constitute repurchase obligations;

(o)            (i) deposits

securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations, (ii) pledges

and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit

or bank guarantees for the benefit of) insurance carriers providing property, casualty, liability, director and officer or other insurance

to the Borrower or any Subsidiary, and (iii) Liens securing insurance premiums financing arrangements;

(p)            Liens

securing obligations (other than obligations representing Indebtedness for money borrowed) under reciprocal easement or similar agreements

entered into in the ordinary course of business of the Borrower or any Subsidiary;

(q)            Liens

arising out of conditional sale, title retention, consignment or similar arrangements entered into by the Borrower or any Subsidiary in

the ordinary course of business;

(r)             CoBank’s

Liens (including the right of setoff) in the CoBank Equities and in any cash patronage;

(s)            Liens

arising from sales or other transfers of accounts receivable that are past due or otherwise doubtful of collection in the ordinary course

of business;

(t)             [reserved];

(u)            Liens

securing Swap Obligations or letters of credit so long as, in the case of Swap Obligations in respect of Indebtedness and letters of credit

in respect of payments of Indebtedness, such underlying Indebtedness is permitted under this Agreement to be secured by a Lien on the

same property securing such Swap Obligations or letters of credit; and

(v)            Liens

on the property of the Borrower or any Subsidiary incidental to the conduct of their respective businesses or the ownership of their respective

properties which were not created in anticipation of or in connection with the incurrence of Indebtedness or the obtaining of advances

or credit and which do not in the aggregate materially detract from the value of their respective properties or materially impair the

use thereof in the operation of their respective businesses.

“Permitted Holders”

means any one or more of (a) Parent, (b) [reserved], (c) John C. Malone, (d) each of the Affiliated Persons of the

Person referred to in clause (c), (e) any publicly traded Person in which any of the Persons referred to in clauses (c) and

(d) (whether individually or together with the other Persons in clauses (c) and (d)) is the largest beneficial owner of (x) the

Equity Interests of such Person or (y) the aggregate voting power of all the outstanding classes or series of the Equity Interests

of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of

directors, (f) any Person a majority of the aggregate voting power of all the outstanding classes or series of the Equity Interests

of which are Beneficially Owned by any one or more of the Persons referred to in clauses (a), (c), (d) or (e), (g) any group

consisting solely of persons described in clauses (a) through (f) and (h) any employee stock purchase plans or other benefit

or retirement plans for directors, management, employees or consultants of the Parent or any of its Subsidiaries. For purposes of the

definition of “Permitted Holders”, “Person” and “group” have the meanings given to them for purposes

of Section 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes any

group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the

Exchange Act, or any successor provision.

“Permitted Incremental

Equivalent Debt” means Indebtedness issued, incurred or otherwise obtained by the Borrower and/or any Subsidiary Guarantor in

respect of (x) one or more series of senior unsecured notes, senior secured first lien or junior lien notes or subordinated notes

that, if secured, will be secured by Liens on the Collateral on an equal priority or junior priority basis with the Liens on Collateral

securing the First Lien Obligations under this Agreement or (y) junior lien loans, unsecured loans or subordinated loans that, if

secured, will be secured by Liens on the Collateral on a junior priority basis to the Liens on Collateral securing the First Lien Obligations

under this Agreement, and in each case that are issued or made in lieu of Incremental Commitments; provided that:

(a)            the

aggregate principal amount of all Permitted Incremental Equivalent Debt shall not exceed the Available Incremental Amount at the time

of incurrence (it being understood that for purposes of this clause (a), references in Section 2.13(d)(iii) to Incremental Loans

or Incremental Commitments shall be deemed to be references to Permitted Incremental Equivalent Debt),

(b)            such

Permitted Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party,

the case of Permitted Incremental Equivalent Debt that is secured, (i) the obligations in respect thereof shall not be secured by

any Lien on any asset of the Borrower or any Subsidiary other than any asset constituting Collateral and (ii) such Permitted Incremental

Equivalent Debt shall be subject to an Intercreditor Agreement,

(d)            such

Permitted Incremental Equivalent Debt (i) shall not mature earlier than the Term A Maturity Date and (ii) shall have a Weighted

Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence

of such Permitted Incremental Equivalent Debt; provided that any Permitted Incremental Equivalent Debt that is unsecured or secured

by Liens that rank junior in priority in right of security to the Liens that secure the First Lien Obligations under this Agreement shall

mature at least 91 days after the Term A Maturity Date; provided, further, the requirements of this clause (d) shall

not apply to Permitted Incremental Equivalent Debt incurred in the form of a bridge or other interim credit facility intended to be refinanced

with long term indebtedness so long as, subject only to customary conditions the failure of which to be satisfied would otherwise result

in an Event of Default, it would either be automatically converted into or required to be exchanged for permanent financing which satisfies

the requirements of this clause (d); and

(e)            any

mandatory prepayments of (i) any Permitted Incremental Equivalent Debt that comprises junior lien or unsecured notes or loans may

not be made except to the extent that prepayments of such debt are not prohibited hereunder and to the extent required hereunder or pursuant

to the terms of any Permitted Incremental Equivalent Debt that is secured on a pari passu basis with the First Lien Obligations under

this Agreement, first made or offered to the holders of the Term Loans constituting First Lien Obligations and any such Permitted Incremental

Equivalent Debt that is secured on a pari passu basis with the First Lien Obligations under this Agreement, and (ii) any Permitted

Incremental Equivalent Debt that is secured on a pari passu basis with the First Lien Obligations under this Agreement in respect of events

described in Section 2.7(c) or the first sentence of Section 2.7(e) may be made on a pro rata basis, less than a pro

rata basis or greater than a pro rata basis (but not greater than a pro rata basis as compared to any Class of Term Loans constituting

First Lien Obligations with an earlier maturity date) with the Term Loans constituting First Lien Obligations.

“Permitted NMTC Debt”

means Indebtedness incurred pursuant to Section 7.1(h).

“Permitted NMTC Transactions”

means (a) the New Markets Tax Credit transactions consummated by GCI and its subsidiaries prior to the Amendment Effective Date (the

“Existing NMTC Transactions”) and (b) additional New Markets Tax Credit transactions consummated after the Amendment

Effective Date on terms and conditions substantially similar to those relating to the Existing NMTC Transactions (except that all debt

owed by the relevant investment funds thereunder shall be payable to the Borrower or a Subsidiary Guarantor, the Borrower or such Subsidiary

Guarantor, as the case may be, may guarantee or indemnify tax indemnification obligations of the project borrower and Excluded Subsidiaries

may invest in such transactions) or otherwise reasonably acceptable to the Administrative Agent.

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

“Plan” means

any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412

of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,

would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Platform”

shall mean Intralinks or another similar electronic system.

“Predecessor GCI”

means GCI Liberty, Inc., a Delaware corporation.

“Predecessor Liberty

Broadband Merger” means (i) the merger of Grizzly Merger Sub 2, Inc. with and into Predecessor GCI, with Predecessor

GCI surviving the merger as a wholly owned subsidiary of Grizzly Merger Sub 1, LLC, and (ii) immediately following such merger, the

merger of Predecessor GCI with and into Grizzly Merger Sub 1, LLC, with Grizzly Merger Sub 1, LLC surviving as a wholly owned subsidiary

of Liberty Broadband, each, in accordance with the Agreement and Plan of Merger, dated as of August 6, 2020, as amended, restated,

supplemented or otherwise modified from time to time (the “Predecessor Liberty Broadband Merger Agreement”), by and among

Predecessor GCI, Liberty Broadband, Grizzly Merger Sub 1, LLC and Liberty Grizzly Merger Sub 2, Inc.

“Prepayment Amount”

has the meaning specified in Section 2.7(f).

“Prepayment Date”

has the meaning specified in Section 2.7(g).

“Prime Rate”

means the rate of interest per annum publicly announced from time to time by Credit Agricole CIB as its prime commercial lending rate

at its principal office in New York City; each change in the Prime Rate being effective from and including the date such change is publicly

announced as being effective. The Prime Rate is not intended to be lowest rate of interest charged by Credit Agricole CIB in connection

with extensions of credit to borrowers.

“Pro Forma Basis”

and “Pro Forma Effect” mean, with respect to any determination of the First Lien Leverage Ratio, Secured Leverage Ratio,

Total Leverage Ratio, Total Assets, any other applicable ratio or the amount of Adjusted Operating Cash Flow (including component definitions

thereof), that each Subject Transaction shall be deemed to have occurred as of the first day of the period of four consecutive fiscal

quarters most recently ended for which financial statements are required to have been delivered pursuant to Section 6.1 (or, in the

case of Total Assets, as of the last day of such period) with respect to any test or covenant for which such calculation is being made

and that:

(a)            (i) in

the case of (A) any Disposition of all or substantially all of the Equity Interests of any Subsidiary or any division and/or product

line of the Borrower or any Subsidiary or (B) any designation of a Subsidiary or a Liberty Subsidiary as an Unrestricted Subsidiary,

income statement items (whether positive or negative) attributable to the property or Person subject to such Subject Transaction shall

be excluded as of the first day of such period with respect to any test or covenant for which the relevant determination is being made

and (ii) in the case of any Acquisition, Investment and/or designation of an Unrestricted Subsidiary as a Subsidiary described

in the definition of the term “Subject Transaction,” income statement items (whether positive or negative) attributable to

the property or Person subject to such Subject Transaction shall be included as of the first day of such period with respect to any test

or covenant for which the relevant determination is being made,

(b)            any

retirement or repayment of Indebtedness (other than normal fluctuations in revolving Indebtedness incurred for working capital purposes)

shall be deemed to have occurred as of the first day of such period with respect to any test or covenant for which the relevant determination

is being made,

Indebtedness incurred by the Borrower or any of its Subsidiaries in connection therewith shall be deemed to have occurred as of the first

day of such period with respect to any test or covenant for which the relevant determination is being made; provided that (w) if

such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for such period for purposes

of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness at the relevant date

of determination (taking into account any interest hedging arrangements applicable to such Indebtedness), (x) interest on any Capital

Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the

rate of interest implicit in such obligation in accordance with GAAP, (y) interest on any Indebtedness that may optionally be determined

at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate or other rate shall be determined

to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen by the Borrower, and (z) for

purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a Pro

Forma Basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period, and

(d)            the

acquisition of any asset included in calculating Total Assets, whether pursuant to any Subject Transaction or any Person becoming a subsidiary

or merging, amalgamating or consolidating with or into the Borrower or any of its subsidiaries, or the Disposition of any asset included

in calculating Total Assets described in the definition of “Subject Transaction,” shall be deemed to have occurred as of the

last day of such period with respect to any test or covenant for which such calculation is being made.

“Proposed Change”

has the meaning assigned to such term in Section 10.2(c).

“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.

“Public Lender”

shall have the meaning assigned to such term in Section 10.1.

“QFC Credit Support”

has the meaning specified in Section 10.15.

“Qualified ECP Guarantor”

means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee

or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Loan Party as 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” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of

the Commodity Exchange Act.

“Qualified Equity”

means any Equity Interests of the Borrower other than Disqualified Equity.

“Quintillion

Acquisition” has the meaning set forth in Amendment No. 1.

“Real Estate Collateral

Requirement” means the requirement that, with respect to each owned Real Property required to be subject to a Mortgage hereunder,

the Administrative Agent shall have received (each in form and substance reasonably satisfactory to the Administrative Agent):

(a)            a

Mortgage duly executed and delivered by the relevant Loan Party that is the record owner of such Real Property, in form for recording

in the recording office of the jurisdiction where such Real Property to be encumbered thereby is situated, in favor of the Administrative

Agent for the benefit of the Secured Parties (in such number of copies as the Administrative Agent shall have reasonably requested), together

with such other instruments as may be required to create a Lien under applicable law, all of which shall be in form and substance reasonably

satisfactory to Administrative Agent, which Mortgage and other instruments shall be effective to create and/or maintain a Lien on such

Real Property, subject to no Liens other than Liens permitted under Section 7.2 applicable to such Real Property;

(b)            to

the extent that Lenders would be required by federal law and regulations regarding flood insurance (including the National Flood Insurance

Reform Act of 1994) to obtain the same in connection with obtaining such Mortgage: (i) a ‘life of loan’ flood hazard

determination, and (ii) as applicable, evidence of flood insurance and an acknowledged borrower notice, for such Real Property;

fully paid policy of title insurance (or marked binding pro forma having the same effect of a title insurance policy) insuring the Lien

of the Mortgage encumbering such Real Property as a valid Lien (subject to this clause (c)) on such Real Property and fixtures described

therein, which policy of title insurance (or marked binding pro forma having the same effect of a title insurance policy) shall be in

an amount reasonably satisfactory to the Administrative Agent and shall (i) be issued by a title insurance company selected by the

Borrower and reasonably satisfactory to the Administrative Agent, (ii) include such coinsurance and reinsurance arrangements (with

provisions for direct access) as shall be reasonably acceptable to the Administrative Agent, (iii) have been supplemented by such

endorsements or affirmative insurance (excluding such endorsements or affirmative insurance which would require obtaining a survey of

the Real Property), if available, as shall be reasonably requested by the Administrative Agent, and (iv) contain no exceptions to

title other than exceptions for Liens permitted under Section 7.2 and other exceptions reasonably acceptable to the Administrative

Agent;

(d)            evidence

reasonably acceptable to the Administrative Agent of payment by the Borrower of all title insurance premiums, search and examination charges,

mortgage, filing and recording taxes, fees and related charges required for the recording of such Mortgage;

(e)            if

the Administrative Agent or Lenders holding more than 50% of the Total Credit Exposure of all Lenders of all Classes that are beneficiaries

of such Real Property Collateral, taken as a whole, reasonably determine that they are required by law or regulation to have appraisals

prepared in respect of any such Real Property, the Borrower will cooperate with the Administrative Agent in obtaining appraisals which

satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement

Act of 1989, as amended, or any other law or regulation and which shall otherwise be in form and substance reasonably satisfactory to

the Administrative Agent, and the Borrower shall pay all reasonable fees and expenses incurred by the Administrative Agent in connection

therewith;

(f)             all

such other documents, instruments or items (including UCC fixture filings) as shall be reasonably necessary in the opinion of the Administrative

Agent (or its counsel) to create a valid and perfected mortgage Lien on such Real Property subject only to Liens permitted under Section 7.2,

including such reasonable affidavits and instruments of indemnifications by the Borrower and the relevant Subsidiary, in each case for

the benefit of the title company, as shall be reasonably required to induce such title company to issue the policy or policies (or commitment)

and endorsements contemplated in clause (c) above; and

(g)            customary

opinions (addressed to the Administrative Agent and the Lenders) of local counsel for the relevant Loan Party (i) in the state in

which such Real Property is located, with respect to the enforceability of the Lien created by the Mortgage covering such Real Property

and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent and (ii) if requested by

the Administrative Agent, in the state in which such Loan Party is organized and formed, with respect to, among other matters, the valid

existence, corporate power and authority of such Loan Party in the granting of such Mortgage.

“Real Property”

means, collectively, all right, title and interest of the Borrower or any Subsidiary in and to any and all parcels of real property owned

by the Borrower or any Subsidiary together with all improvements and appurtenant fixtures, easements and other property and rights incidental

to the ownership, lease or operation thereof.

“Redesignation”

has the meaning specified in Section 6.16(d).

“Refinanced Debt”

has the meaning set forth in the definition of “Credit Agreement Refinancing Debt.”

“Refinancing Amendment”

shall mean an amendment to this Agreement executed by each of (a) the Borrower, (b) the Administrative Agent, and (c) each

Additional Refinancing Lender thereunder.

“Refinancing Revolving

Commitments” shall mean one or more Classes of revolving credit commitments hereunder that result from a Refinancing Amendment.

“Refinancing Revolving

Loans” shall mean one or more revolving loans hereunder that result from a Refinancing Amendment.

“Refinancing Series”

shall mean all Refinancing Revolving Commitments, Refinancing Term Loans or Refinancing Term Commitments that are established pursuant

to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides

that the Refinancing Revolving Commitments, Refinancing Term Loans or Refinancing Term Commitments provided for therein are intended to

be a part of any previously established Refinancing Series) and that provide for the same effective yield and amortization schedule.

“Refinancing Term Commitments”

shall mean one or more term loan commitments hereunder that fund Refinancing Term Loans of the same Class pursuant to a Refinancing

Amendment.

“Refinancing Term Lender”

shall mean each Lender with a Refinancing Term Commitment.

“Refinancing Term Loans”

shall mean one or more term loans hereunder that result from a Refinancing Amendment.

“Register”

has the meaning assigned to such term in Section 10.4(c).

“Regulation T”

means Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U”

means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X”

means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulatory Authority”

has the meaning set forth in Section 10.14(a).

“Related Business Assets”

means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the

Borrower or the Subsidiaries in exchange for assets transferred by the Borrower or the Subsidiaries shall not be deemed to be Related

Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become

a Subsidiary.

“Related Parties”

means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents,

trustees and advisors of such Person and such Person’s Affiliates.

“Relevant Governmental

Body” means the Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board or

the Federal Reserve Bank of New York, or any successor thereto.

“Reorganization Agreement”

means the Agreement and Plan of Reorganization, dated as of April 4, 2017, among Qurate Retail, Inc. (f/k/a Liberty Interactive

Corporation), Liberty Interactive LLC and GCI, as amended pursuant to Amendment No. 1 to Reorganization Agreement dated as of July 19,

2017 and Amendment No. 2. to Reorganization Agreement dated as of November 8, 2017.

“Required Lenders”

means, at any time, Lenders (including Voting Participants) having Total Credit Exposures representing greater than 50% of the sum of

the aggregate Total Credit Exposures of all Lenders. Notwithstanding anything to the contrary herein contained, (x) each Non-Financial

Covenant Lender, solely in its capacity as a Non-Financial Covenant Lender, with respect to any matter requiring the vote of Lenders pursuant

to the exercise of any remedy under Article 8 arising from an Event of Default under any Financial Covenant, shall, automatically

and without further action on the part of such Non-Financial Covenant Lender, the Borrower or the Administrative Agent, be deemed to have

voted its Total Credit Exposure (other than its Financial Covenant Credit Exposure), and each such Non-Financial Covenant Lender irrevocably

instructs the Borrower, each other Lender and the Administrative Agent to treat as voted, in the same proportion as the allocation of

voting with respect to such matter by Financial Covenant Lenders and (y) in connection with making a determination of Required Lenders,

Lenders with any Incremental Commitments (and to the extent such Incremental Commitments are being established concurrently with the determination

of whether a Lender is a Required Lender, solely to the extent such Incremental Commitments are then permitted to be established in accordance

with Section 2.13 as in effect immediately prior to the establishment of such Incremental Commitments) shall be treated as having

Total Credit Exposure.

Notwithstanding the preceding

paragraph, any Participant that is a Farm Credit Lender shall be designated as a voting Participant (a “Voting Participant”)

in a notice (a “Voting Participant Notice”) sent by the relevant Lender (including any existing Voting Participant)

to the Borrower and receives, prior to becoming a Voting Participant, the consent of the Borrower (such Borrower consent to be required

only to the extent and under the circumstances it would be required if such Voting Participant were to become a Lender pursuant to an

assignment in accordance with Section 10.4(b)) and such consent is not required for an assignment to an existing Voting Participant).

A Voting Participant shall be entitled to vote its participation in any Loan as if such Voting Participant was a Lender on all matters

subject to a vote by Lenders, and the voting rights of the selling Lender to a Voting Participant shall be correspondingly reduced, on

a dollar-for-dollar basis by a Voting Participant’s participation in such selling Lender’s Loan. Notwithstanding the foregoing,

each Farm Credit Lender designated as a Voting Participant in Schedule 1.1C shall be a Voting Participant without delivery of a

Voting Participant Notice and without the prior written consent of the Borrower. The voting rights of each Voting Participant are solely

for the benefit of such Voting Participant and shall not inure to any assignee or participant of such Voting Participant that is not a

Farm Credit Lender.

“Required Revolving

Lenders” means, at any time, Lenders (including Voting Participants) having Total Revolving Credit Exposures representing greater

than 50% of the sum of the aggregate Total Revolving Credit Exposures of all Lenders. Notwithstanding anything to the contrary herein

contained, in connection with making a determination of Required Lenders, Lenders with any Incremental Revolving Commitments (and to the

extent such Incremental Revolving Commitments are being established concurrently with the determination of whether a Lender is a Required

Revolving Lender, solely to the extent such Incremental Revolving Commitments are then permitted to be established in accordance with

Section 2.13 as in effect immediately prior to the establishment of such Incremental Revolving Commitments) shall be treated as having

Total Revolving Credit Exposure.

“Resolution Authority”

means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer”

means, with respect to any Person, any Financial Officer of such Person or any of the chief executive officer, president, vice president,

or assistant treasurer (or similar title) of such Person, and, if such Person is a Foreign Subsidiary, a director of such Person.

“Restricted Payment”

means, as to any Person, (i) any dividend or other distribution by such Person (whether in cash, securities or other property) with

respect to any Equity Interest issued by such Person (other than any such dividend or distribution made solely by a Liberty Subsidiary

to another Liberty Subsidiary) and (ii) any payment (whether in cash, securities or other property), including any sinking fund or

similar deposit, by such Person on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such

Equity Interest or any option, warrant or other right to acquire any such Equity Interest.

“Revocation”

has the meaning specified in Section 6.16(b).

“Revolving Availability

Period” means (i) for the Existing Revolving Facility, the period from and including the Amendment Effective Date to but

excluding the earlier of the Existing Revolving Facility Maturity Date and the date of termination of the Revolving Commitments therefor,

and (ii) for the 2026

Incremental Revolving Facility, the period from and including the Amendment No.1 Funding Date to but excluding the earlier of the 2026

Incremental Revolving Facility Maturity Date and the date of termination of the 2026 Incremental Revolving Commitments therefor and (iii) with

respect to Incremental Revolving Loans, Refinancing Revolving Loans and Extended Revolving Loans, as set forth in the applicable Facility

Amendment or such earlier date that the Revolving Commitments therefor are terminated.

“Revolving

Borrowing” means a Borrowing comprised of Revolving Loans.

“Revolving Commitment”

means, with respect to each Lender having a Revolving Commitment under a Facility, the commitment of such Lender to make or maintain Revolving

Loans and to acquire participations in Letters of Credit and Swingline Loans thereunder in an aggregate outstanding amount not exceeding

the amount of such Lender’s Revolving Commitment as set forth, with respect to the Existing Revolving Facility, on Schedule 1.1A,

with respect to the 2026 Incremental Revolving Commitments, on Schedule 1

to Amendment No. 1, in the Facility Amendments executed and delivered by such Lender, the Borrower and the Administrative

Agent, and in each Assignment and Acceptance pursuant to which such Lender shall have assumed such Revolving Commitment, as applicable,

as such commitment may be increased from time to time pursuant to Section 2.13 or be reduced from time to time pursuant to Section 2.5,

pursuant to assignments by or to such Lender pursuant to Section 10.4 or upon the expiration thereof. The amount of each Lender’s

Revolving Commitment under the Existing Revolving Facility on the Amendment Effective Date is set forth on such Schedule 1.1A.

The aggregate amount of the Revolving Commitments under the Existing Revolving Facility on the Amendment Effective Date is $450,000,000.

The amount of each Lender’s 2026 Incremental Revolving Commitment under

the 2026 Incremental Revolving Facility on the Amendment No. 1 Effective Date is set forth on such Schedule 1 to Amendment No. 1;

provided that the 2026 Incremental Revolving Commitment shall not constitute “Commitments” hereunder until, and subject

to the occurrence of, the Amendment No. 1 Funding Date. The aggregate amount of the 2026 Incremental Revolving Commitments under

the 2026 Incremental Revolving Facility on the Amendment No. 1 Effective Date is $25,000,000; provided that the 2026 Incremental

Revolving Commitment shall not constitute “Commitments” hereunder until, and subject to the occurrence of, the Amendment No. 1

Funding Date.

“Revolving Commitment

Increase” has the meaning assigned to such term in Section 2.13(a).

“Revolving Credit Exposure”

means, with respect to any Lender at any time, the sum of the aggregate outstanding principal amount of such Lender’s Revolving

Loans plus its LC Exposure and Swingline Exposure at such time; provided

that the Revolving Credit Exposure under the 2026 Incremental Revolving Facility shall be deemed to be zero if the Amendment No. 1

Funding Date has not occurred on or prior to the Funding Outside Date.

“Revolving

Facility Springing Maturity Date” has the meaning set forth in the definition of “Existing Revolving Facility Maturity Date.”

“Revolving Increase

Supplement” means an increase supplement in substantially the form of Exhibit I.

“Revolving Lender”

means a Lender with a Revolving Commitment.

“Revolving Loan”

means a Loan referred to in Section 2.1(a) or 2.1(e) and

made pursuant to Section 2.4 or 2.9(e), as applicable.

“S&P”

means Standard & Poor’s Financial Services, LLC and any successor to its rating agency business.

“Sale and Leaseback

Transaction” means, with respect to any Person, any direct or indirect arrangement pursuant to which property is sold or transferred

by such Person or a subsidiary of such Person (or, in the case of the Borrower, its Subsidiaries) and is thereafter leased back from the

purchaser or transferee thereof by such Person or one of its subsidiaries (or, in the case of the Borrower, its Subsidiaries).

“Sanctioned Country”

means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (including, at the Amendment

Effective Date, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic, Cuba, Iran, North Korea,

Syria, the non-government controlled areas of the Zaporizhzhia and Kherson and Crimea regions of Ukraine).

“Sanctioned Person”

means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department

of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person located, organized or resident

in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons.

“Sanctions”

means 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 OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union

or His Majesty’s Treasury of the United Kingdom.

“SEC” means

the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Debt”

means, as of any date, (a) the aggregate principal amount of all Indebtedness of the Borrower and the Subsidiaries that would be

reflected as liabilities on a consolidated balance sheet of the Borrower and the Subsidiaries as of such date determined prepared in accordance

with GAAP (other than Indebtedness that is not secured by any Liens on the property or assets of the Borrower or any of its Subsidiaries),

minus (b) Permitted NMTC Debt to the extent included therein, minus (c) Permitted Cash minus (d) Indebtedness

permitted by Section 7.1(n) and Section 7.1(x), plus (e) without duplication of the amounts included

in clause (a) immediately above, the aggregate principal amount of all Securitizations of the Borrower and the Subsidiaries.

“Secured Leverage Ratio”

means, as of any date, the ratio of (i) Secured Debt on such date to (ii) Trailing Adjusted Operating Cash Flow.

“Secured Parties”

means the “Secured Parties” as defined in the Security Agreement.

“Securitization”

means any transfer by the Borrower or any Subsidiary of accounts receivable and proceeds thereof or interests therein (a) to a trust,

partnership, corporation, limited liability company or other entity, which transfer is funded in whole or in part, directly or indirectly,

by the incurrence or issuance by the transferee or successor transferee of Indebtedness or securities that are to receive payments from,

or that represent interests in, the cash flow derived from such accounts receivable or interests therein, or (b) directly to one

or more investors or other purchasers. The “amount” or “principal amount” of any Securitization shall be deemed

at any time to be the aggregate principal or stated amount of the Indebtedness or securities referred to in the first sentence of this

definition or, if there shall be no such principal or stated amount, the uncollected amount of the accounts receivable or interests therein

transferred pursuant to such Securitization, net of any such accounts receivables or interests therein that have been written off as uncollectible.

“Securitization Entity”

means any Wholly Owned Subsidiary that is a limited purpose Subsidiary that purchases accounts receivable of the Borrower or any Subsidiary

pursuant to a Securitization.

“Security Agreement”

means the Second Amended and Restated Security Agreement, dated as April 30, 2013 (as amended, amended and restated or otherwise

modified from time to time, including, for the avoidance of doubt, the amendments made to the Security Agreement on the Closing Date),

among the Borrower, the Subsidiary Guarantors and the Administrative Agent, for the benefit of the Secured Parties.

“Security Documents”

means (a) the Security Agreement, (b) the Ventures Holdco Pledge Agreement, and (c) each other security agreement, instrument

or other document granting or purporting to grant a Lien on any Collateral and executed and delivered pursuant to this Agreement or any

agreement referred to in clause (a) or (b) above to secure any of the Obligations.

“Segregated Funds”

has the meaning set forth in the definition of “Other Refinancing Condition.”

“Senior Notes”

means the 2028 Notes.

“Similar Business”

means any business conducted or proposed to be conducted by the Borrower and the Subsidiaries on the Amendment Effective Date or any business

that is similar, complementary, related, synergistic, incidental, or ancillary thereto and reasonable extensions thereof.

“SOFR” means

a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator”

means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Borrowing”

means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR Loan”

means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (iii) of the definition of Alternate

Base Rate.

“Specified Equity Contribution”

means any cash contribution to the Qualified Equity of the Borrower and/or any purchase of or investment in the Qualified Equity of the

Borrower by any holder of Equity Interests of the Borrower or any direct or indirect parent of the Borrower, as evidenced by a certificate

of a Responsible Officer delivered to the Administrative Agent.

“Starter Prong”

has the meaning specified in the definition of “Cumulative Credit.”

“State Law”

means any state law pertaining to or regulating intrastate and local telecommunications services, or any successor statute or statutes

thereto, and all State Regulations pursuant to such State Law.

“State PUC”

means any state public utility commission or any other state commission, agency, department board or authority with responsibility for

regulating intrastate and local telecommunications services.

“State Regulations”

means all rules, regulations, written policies, orders and decisions of any State PUC.

“Subject Transaction”

means (a) the Transactions, any Acquisition or Investment, merger, amalgamation or consolidation (or any similar transaction or transactions),

whether by purchase, merger or otherwise, of all or substantially all of the assets of, or any business line, unit or division of, any

Person or of a majority of the outstanding Equity Interests of any Person (and, in any event, including any Acquisition or Investment

in (x) any Subsidiary the effect of which is to increase the Borrower’s or any Subsidiary’s respective equity ownership

in such Subsidiary or (y) any joint venture for the purpose of increasing the Borrower’s or its relevant Subsidiary’s

ownership interest in such joint venture), in each case that is permitted by this Agreement, (b) any Disposition of all or substantially

all of the assets or Equity Interests of any subsidiary (or any business unit, line of business or division of the Borrower or a Subsidiary)

permitted by this Agreement, (c) the designation of a Subsidiary or a Liberty Subsidiary as an Unrestricted Subsidiary, or the designation

of an Unrestricted Subsidiary or a Liberty Subsidiary as a Subsidiary, in each case in accordance with Section 6.16, (d) any

incurrence or repayment of Indebtedness and/or (e) any other event that by the terms of the Loan Documents requires pro forma compliance

with a test or covenant hereunder or requires such test or covenant to be calculated on a Pro Forma Basis.

“subsidiary”

means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,

association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial

statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited

liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50%

of the equity or more than 50% of the ordinary voting power is or, in the case of a partnership, more than 50% of the general partnership

interests are, as of such date, owned, controlled or held by the parent or one or more subsidiaries of the parent.

“Subsidiary”

means any subsidiary of the Borrower other than any Unrestricted Subsidiary, any Liberty Subsidiary or any NMTC Subsidiary.

“Subsidiary Guarantor”

means any Subsidiary that is a party to this Agreement and executes and delivers the applicable Security Documents.

“Successor Borrower”

has the meaning specified in Section 7.3(a)(i).

“Supported QFC”

has the meaning specified in Section 10.15.

“Swap Obligation”

means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a

“swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swingline Exposure”

means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender

at any time shall be its Applicable Percentage of the total principal amount of Swingline Loans outstanding at such time.

“Swingline Interest

Period” means, subject to the provisions of Section 2.6(a), with respect to any Swingline Loan requested by the Borrower,

the period commencing on the date of Borrowing with respect to such Swingline Loan and ending not in excess of ten days thereafter, as

selected by the Borrower in its irrevocable Borrowing Request; provided, however, that (i) if any Swingline Interest

Period would otherwise end on a day that is not a Business Day, such Swingline Interest Period shall be extended to the next succeeding

Business Day, and (ii) the Borrower shall select Swingline Interest Periods so as not to have more than three different Swingline

Interest Periods outstanding at any one time.

“Swingline Lender”

means the Administrative Agent, in its capacity as lender of Swingline Loans hereunder.

“Swingline Loan”

means a Loan made pursuant to Section 2.10.

“Swingline Termination

Date” means the Existing Revolving Facility Maturity Date, unless extended pursuant to a Facility Amendment signed by the Swingline

Lender.

“Taxes” means

any and all current or future taxes, levies, imposts, duties, assessments, deductions, charges or withholdings now or hereafter imposed,

levied or assessed by any Governmental Authority including any interest, additions to tax or penalties applicable thereto.

“Term A Lender”

means a Lender with a Term A Loan Commitment or that holds a Term A Loan.

“Term A Loan”

means the term loans made by the Term A Lenders on the Amendment Effective Date pursuant to Section 2.1(b). The aggregate principal

amount of the Term A Loans on the Amendment Effective Date is $300,000,000.

“Term A Loan Commitment”

means, with respect to each Lender, the commitment, if any, of such Lender to make a Term A Loan.

“Term A Maturity Date”

means March 25, 2031; provided that if as of the date that is 91 days prior to the maturity date of the 2028 Notes (such date,

the “Term A Springing Maturity Date”), any 2028 Notes remain outstanding, then the Term A Maturity Date shall be the

Term A Springing Maturity Date.

“Term Lender”

means any (a) Term

A Lender, an(b) Incremental

Term Lender, (c) a Refinancing Term Lender or

an, (d) Extending Term Lender,

(e) 2026 Incremental Term A-1 Lender, or (f) 2026 Incremental Term A-2 Lender.

“Term Loan”

means a Term A Loan, an Incremental Term Loan (including the 2026 Incremental

Term A-1 Loans and 2026 Incremental Term A-2 Loan), a Refinancing Term Loan or an Extended Term Loan.

“Term Loan Increase”

has the meaning assigned to such term in Section 2.13(a).

“Term SOFR”

means, the rate per annum equal to:

(a)            for

any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on

the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business

Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that

if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable

tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate

has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the

first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term

SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government

Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b)            for

any calculation with respect to an Alternate Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day

(such day, the “ABR Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior

to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City

time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term

SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will

be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities

Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first

preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such

ABR SOFR Determination Day;

provided that if Term

SOFR as so determined shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Administrator”

means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative

Agent in its reasonable discretion).

“Term SOFR Reference

Rate” means the forward-looking term rate based on SOFR.

“Test Period”

shall mean the most recently completed four fiscal quarters in respect of which a Compliance Certificate has been delivered or was required

to be delivered in accordance with Section 6.1(c) immediately preceding any date of determination.

“Total Assets”

means the total consolidated assets of the Borrower and its Subsidiaries as set forth on the most recent internally available consolidated

balance sheet of the Borrower and its Subsidiaries, calculated on a Pro Forma Basis.

“Total Credit Exposure”

means, with respect to any Lender at any time, the sum of such Lender’s Revolving Credit Exposure, unused Commitments and outstanding

Term Loans.; provided that

the Total Credit Exposure under the 2026 Incremental Term A-1 Loans and the 2026 Incremental Revolving Facility shall be deemed to be

zero if the Amendment No. 1 Funding Date has not occurred on or prior to the Funding Outside Date.

“Total Debt”

means, (a) as of any date, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries that would be

reflected as liabilities on a consolidated balance sheet of the Borrower and its Subsidiaries (including, for the avoidance of doubt, Indebtedness

incurred in connection with Sale and Leaseback Transactions involving any Towers (excluding antennae and electronic communications equipment))

as of such date determined in accordance with GAAP, minus (b) Permitted NMTC Debt to the extent included therein, minus

(e) the aggregate principal amount of all Securitizations of the Borrower and the Subsidiaries. Notwithstanding anything to the contrary

contained in this definition, for any period of 45 consecutive days, the Borrower may elect, upon prior written notice to the Administrative

Agent, to subtract from Total Debt on any date of calculation thereof during such period an amount equal to the principal portion of the

Segregated Funds that, as of such date of calculation, has not been applied to the repayment of the Senior Notes.

“Total Leverage Ratio”

means, as of any date, the ratio of (i) Total Debt as of such date to (ii) Trailing Adjusted Operating Cash Flow.

“Total Revolving Credit

Exposure” means, with respect to any Lender at any time, the sum of such Lender’s Revolving Credit Exposure and unused

Revolving Commitment.

“Towers”

means cellular telephone sites (including rooftops) owned, leased or operated by any of the Loan Parties and antennae, electronic communications

equipment and other related equipment located on such sites.

“Trailing Adjusted

Operating Cash Flow” means Adjusted Operating Cash Flow of the Borrower and its Subsidiaries for the most recently completed

four fiscal quarters in respect of which a Compliance Certificate has been delivered in accordance with Section 6.1(c).

“Transactions”

means (i) the execution and delivery by each Loan Party of each Loan Document to which it is a party on the Amendment Effective Date,

(ii) the initial borrowing of the Loans and the issuance of any Letters of Credit on the Amendment Effective Date, and (iii) the

payment of premiums, fees, interest, commissions and expenses in connection with each of the foregoing.

“Transferee”

has the meaning set forth in the definition of “Change in Control Transaction.”

“Type”, when

used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing,

is determined by reference to, in the case of (i) a Borrowing other than a Swingline Loan Borrowing, the Term SOFR Reference Rate

or the Alternate Base Rate or (ii) a Swingline Loan Borrowing, the Alternate Base Rate.

“UK Financial Institution”

means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom

Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated

by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates

of such credit institutions or investment firms.

“UK Resolution Authority”

means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark

Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unrestricted Subsidiary”

means any subsidiary of the Borrower that is listed on Schedule 6.16 hereto or designated by the Borrower as an Unrestricted Subsidiary

after the Amendment Effective Date pursuant to Section 6.16.

“U.S. Government Securities

Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry

and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes

of trading in United States government securities.

“U.S. Special Resolution

Regimes” has the meaning specified in Section 10.15.

“Ventures Holdco”

means Ventures Holdco, LLC, a Delaware limited liability company.

“Ventures Holdco Pledge

Agreement” means the Pledge Agreement, dated as of March 9, 2018, between Ventures Holdco and the Administrative Agent,

for the benefit of the Secured Parties, pursuant to which Ventures Holdco pledges its interest in the Equity Interests of GCI Holdings.

“Weighted Average Life

to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the sum

of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other

required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to

the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal

amount of such Indebtedness.

“Wholly Owned Subsidiary”

of any Person shall mean a subsidiary of such person, all of the Equity Interests of which (other than directors’ qualifying shares

or nominee or other similar shares required pursuant to applicable law) are owned by such Person or by one or more Wholly Owned Subsidiaries

of such Person. Unless the context otherwise requires, “Wholly Owned Subsidiary” shall mean a subsidiary of the Borrower that

is a Wholly Owned Subsidiary of Borrower.

“Withdrawal Liability”

means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are

defined in Part I of Subtitle E of Title IV of ERISA.

“Write-Down and Conversion

Powers” means, (a) 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, and (b) with respect to the United Kingdom, any powers of the applicable Resolution

Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or

any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations

of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised

under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related

to or ancillary to any of those powers.

Section 1.2      Classification

of Loans and Borrowings.

For purposes of this Agreement,

Loans may be classified and referred to by Class (e.g., a “Term A Loan”) or by Type (e.g., a “SOFR Loan”)

or by Class and Type (e.g., a “SOFR Term A Loan”). Borrowings may also be classified and referred to by Class (e.g.,

a “Term A Borrowing”) or by Type (e.g., a “SOFR Borrowing”) or by Class and Type (e.g., a “SOFR Term

A Borrowing”).

Section 1.3      Terms

Generally.

The definitions of terms herein

shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include

the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including”

shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have

the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference

to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document

as from time to time amended, supplemented or otherwise modified, (ii) any definition of or reference to any law shall be construed

as referring to such law as from time to time amended and any successor thereto and the rules and regulations promulgated from time

to time thereunder, (iii) any reference herein to any Person shall be construed to include such Person’s successors and assigns,

(iv) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed

to refer to this Agreement in its entirety and not to any particular provision hereof, (v) all references herein to Articles, Sections,

Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (vi) the

words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all

tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any reference to an “applicable

Lender” shall mean, in the case of any Class of Borrowings, Lenders with that particular Class of Loans or Commitments

or, in the case of Swingline Loans and Letters of Credit, Revolving Lenders with respect to the Facility pursuant to which Swingline Loans

were made or Letters of Credit issued.

Section 1.4      Accounting

Terms; GAAP.

Except as otherwise expressly

provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to

time; provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision

hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of

such provision (or if the Administrative Agent notifies the Borrower that the Lenders required therefor request an amendment to any provision

hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in 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. Unless the context otherwise requires,

any reference to a fiscal period shall refer to the relevant fiscal period of the Borrower.

Section 1.5      Divisions.

For all purposes under the Loan

Documents, in connection with any Division of any Person (the “Original Person”) that is a Subsidiary into one or more

other Persons: (a) if any asset, property, liability or obligation of such Original Person becomes the asset, property, liability

or obligation of a different Person, then it shall be deemed to have been transferred from the Original Person to such different Person

at the time of such Division, and (b) if any new Person comes into existence as a result of such Division, such new Person shall

be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.6      Certain

Calculations and Tests.

(a)            Notwithstanding

anything to the contrary herein, but subject to Sections 1.6(b) and (c) and Section 1.7, all financial ratios and tests

(including the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio and the amount of Total Assets, Operating

Cash Flow and Adjusted Operating Cash Flow) contained in this Agreement that are calculated with respect to any period of four consecutive

fiscal quarters ended on the date of determination (or, if such date is not the last day of any fiscal quarter, the most recently completed

fiscal quarter for which financial statements are required to have been delivered pursuant to Section 6.1) during which any Subject

Transaction occurs shall be calculated with respect to such period and each such Subject Transaction on a Pro Forma Basis. Further, if

since the beginning of any such period and on or prior to the date of any required calculation of any financial ratio or test (i) any

Subject Transaction has occurred or (ii) any Person that subsequently became a Subsidiary or was merged or consolidated with or into

the Borrower or any of the Subsidiaries or any joint venture since the beginning of such period has consummated any Subject Transaction,

then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such period as if such Subject

Transaction had occurred at the beginning of such period (it being understood, for the avoidance of doubt, that solely for purposes of

(x) calculating actual compliance with the Financial Covenant and (y) calculating the Total Leverage Ratio for purposes of the

definition of “Applicable Margin” and “Commitment Fee Rate” and the Secured Leverage Ratio for purposes of the

definition of “Affected Sale” or Section 2.6(b) in each case, no Subject Transaction occurring after the end of

the relevant testing period for such calculation shall be taken into account).

(b)            For

purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio

or test (including the Financial Covenant, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio and the

amount of Total Assets, Operating Cash Flow and Adjusted Operating Cash Flow), such financial ratio or test shall be calculated at the

time such action is taken (subject to Section 1.7), such change is made, such transaction is consummated or such event occurs, as

the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial

ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs,

as the case may be.

anything in this Agreement or any Loan Document to the contrary, with respect to any amounts incurred or transactions entered into (or

consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including,

without limitation, the First Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio) (any such amounts, the “Fixed

Amounts”), substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on

a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based

Amounts”), it is understood and agreed that any Fixed Amount (and any cash proceeds thereof) shall be disregarded in the calculation

of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence.

(d)            In

addition, any Indebtedness (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based

Amounts), Investments, Acquisitions or any portions thereof incurred in reliance on Fixed Amounts (including the Fixed Dollar Incremental

Amount) may be reclassified at any time, as incurred under any applicable Incurrence-Based Amounts (including the Incurrence-Based Incremental

Amount) if the Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a Pro Forma Basis. In addition,

for purposes of determining compliance at any time with Sections 7.1, 7.2, 7.4 and 7.5 in the event that any Indebtedness, Lien, Investment

or Acquisition, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any

clause of such Sections 7.1, 7.2, 7.4 and 7.5, the Borrower, in its sole discretion, may, from time to time, classify or reclassify such

transaction or item (or portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof)

in any category. It is understood and agreed that any Indebtedness, Lien, Restricted Payment, prepayment, Acquisition, Investment

or Disposition need not be permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment, prepayment,

Acquisition, Investment or Disposition set forth in Article 7, but may instead be permitted in part under any combination thereof.

For the avoidance of doubt, a transaction or item that is permitted by one category of permitted Indebtedness, Lien, Investments,

Acquisitions, Dispositions, Restricted Payments or prepayments under Section 7.1, 7.2, 7.4, 7.5, 7.7, 7.8 or 7.9, respectively, shall

not be counted against any other category of Indebtedness, Lien, Investments, Acquisitions, Dispositions, Restricted Payments or

prepayments under Section 7.1, 7.2, 7.4, 7.5, 7.7, 7.8 or 7.9, respectively, (i.e., each category shall be independent of each other

category).

(e)            In

connection with the incurrence of revolving loan Indebtedness under Section 7.1 or any commitment or other transaction relating to

the incurrence or issuance of Indebtedness under Section 7.1 or the granting of any Lien to secure such Indebtedness, the Borrower

or applicable Subsidiary may designate such incurrence and the granting of any Lien therefor as having occurred on the date of first incurrence

of such revolving loan Indebtedness or commitment or intention to consummate such transaction (such date, the “Deemed Date”),

and any related subsequent actual incurrence and granting of such Lien therefor will be deemed for all purposes under this Agreement to

have been incurred and granted on such Deemed Date, including, without limitation, for purposes of calculating any leverage ratio or usage

of any baskets hereunder (if applicable) (and all such calculations on and after the Deemed Date until the termination or funding of such

commitment or until such transaction is consummated or abandoned or such election is rescinded shall be made on a Pro Forma Basis giving

effect to the deemed incurrence, the granting of any Lien therefor and related transactions in connection therewith).

Section 1.7      Limited

Condition Acquisitions.

In connection with any action

being taken for purposes of consummating a Limited Condition Transaction (including any contemplated incurrence or assumption of Indebtedness

in connection therewith), for purposes of:

(a)            determining

compliance with any provision of this Agreement (other than actual compliance with the Financial Covenant) that requires the calculation

of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio or any other ratio incurrence test;

(b)            testing

availability under baskets set forth in this Agreement (including baskets measured as a percentage of Adjusted Operating Cash Flow or

Total Assets or by reference to the Cumulative Credit); or

the accuracy of representations and warranties and/or whether a Default or Event of Default (or any subset of Defaults or Events of Default)

shall have occurred and be continuing,

in each case, at the option of the Borrower (the

Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”),

the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements (or

other definitive documentation) with respect to such Limited Condition Transaction are entered into or the date on which the notice of

redemption is delivered or the time of the declaration of any Restricted Payment constituting a Limited Condition Transaction (the “LCT

Test Date”) (provided, that the Borrower may elect to redetermine the LCT Test Date on any subsequent date by notice to the

Administrative Agent), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered

into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred

at the beginning of the most recent period of four consecutive fiscal quarters ending on or prior to the LCT Test Date (or, if such date

is not the last day of any fiscal quarter, the most recently completed fiscal quarter for which financial statements are required to have

been delivered pursuant to Section 6.1), the Borrower could have taken such action on the relevant LCT Test Date in compliance with

such ratio, basket or requirement with respect to the accuracy of representations and warranties or absence of Defaults or Events of Default,

such ratio, basket or requirement shall be deemed to have been complied with.

For the avoidance of doubt,

if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT

Test Date (including with respect to the incurrence of Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket,

including due to fluctuations in Operating Cash Flow, Adjusted Operating Cash Flow or Total Assets of the Borrower or the Person subject

to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will

not be deemed to have been exceeded as a result of such fluctuations; provided that if any ratios improve or baskets increase as

a result of such fluctuations, such improved ratios or baskets may be utilized. If the Borrower has made an LCT Election for any Limited

Condition Transaction, then, in connection with any subsequent calculation of the ratios or baskets hereunder (other than actual compliance

with the Financial Covenant) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition

Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires or

the date for redemption, repurchase, defeasance, satisfaction and discharge or repayment or otherwise specified in an irrevocable notice

for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition

Transaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions

in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated; provided

that if such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any action

taken where compliance of such ratios or baskets was determined or tested assuming such Limited Condition Transaction and other transaction

in connection therewith have been consummated will not be deemed to have been exceeded as a result of failure to consummate such Limited

Condition Transaction and other transactions in connection therewith.

Section 1.8      Cumulative

Credit Transactions.

If more than one action occurs

on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Cumulative Credit

immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently

and successively and in no event may any two or more such actions be treated as occurring simultaneously.

Section 1.9      Cashless

Roll.

Notwithstanding anything to

the contrary contained in this Agreement or in any other Loan Document, to the extent that any Lender extends the maturity date of, or

replaces, renews or refinances, any of its then existing Loans with Incremental Loans, Refinancing Term Loans, Refinancing Revolving Loans,

Extended Term Loans, Extended Revolving Loans or loans incurred under a new credit facility, in each case, to the extent such extension,

replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such extension, replacement,

renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment be made “in

Dollars”, “in immediately available funds”, “in cash” or any other similar requirement.

Section 1.10      Certain

Baskets.

(a)            Notwithstanding

anything herein to the contrary, all usages of fixed dollar baskets under this agreement (including baskets measured as a percentage of

Trailing Adjusted Operating Cash Flow) prior to the Amendment Effective Date shall be disregarded as of the Amendment Effective Date and

deemed permitted under this Agreement and shall not be counted against any fixed dollar basket (including baskets measured as a percentage

of Trailing Adjusted Operating Cash Flow) that are set forth in this agreement on or after the Amendment Effective Date (i.e., all fixed

dollar baskets are deemed refreshed on the Amendment Effective Date and any prior usages of such baskets are deemed to be zero).

(b)            All

baskets set forth in Article VII of this Agreement (including any related definition) shall only be tested solely at the time of

consummation of the relevant transaction or action utilizing any of such baskets and, for the avoidance of doubt, if any of such baskets

(including any related definition) would subsequently be exceeded (including as a result of fluctuations to Trailing Adjusted Operating

Cash Flow after the last time such baskets were calculated) for any purpose under Article VII, such baskets will not be deemed to

have been exceeded (i.e., incurrence based negative covenants). If any Indebtedness or Liens securing Indebtedness are incurred to refinance

any existing Indebtedness or Liens securing Indebtedness, in each case, initially incurred in reliance on a basket measured by reference

to a percentage of Trailing Adjusted Operating Cash Flow at the time of incurrence, such refinancing would cause the percentage of Trailing

Adjusted Operating Cash Flow restriction to be exceeded if calculated based on the Trailing Adjusted Operating Cash Flow at the time of

incurrence of such refinancing, such percentage of Trailing Adjusted Operating Cash Flow restriction shall not be deemed to be exceeded

so long as the principal amount of such Indebtedness or such Indebtedness secured by such Liens, as applicable, does not exceed the principal

amount (or accreted value or fair value, if applicable) of the relevant existing Indebtedness or Indebtedness secured by such Liens, as

applicable, being refinanced, plus Indebtedness incurred to pay premiums, defeasance costs and fees and expenses in connection.

Section 1.11      Effect

of this Agreement on the Existing Credit Agreement and the Other Existing Loan Documents.

(a)            Upon

satisfaction of the conditions precedent to the effectiveness of this Agreement set forth in Section 4 of the Amendment Agreement,

the terms and provisions of the Existing Credit Agreement shall be amended, superseded, restated and consolidated in their entirety without

a breach in continuity by the terms and provisions of this Agreement, this Agreement shall be binding on the Borrower, the other Loan

Parties party hereto, the Administrative Agent, the Lenders and the other parties hereto, and the Existing Credit Agreement and the provisions

thereof shall be replaced in their entirety by this Agreement and the provisions hereof; provided that for the avoidance of doubt

(x) any Obligations (as defined in the Existing Credit Agreement) of the Borrower and the other Loan Parties under the Existing Credit

Agreement and the other Loan Documents that remain unpaid and outstanding as of the Amendment Effective Date shall continue to exist under

and be evidenced by this Agreement and the other Loan Documents, (y) all Existing Letters of Credit shall continue as Letters of

Credit under this Agreement and (c) the Collateral and the Loan Documents shall, except as otherwise provided in the Amendment Agreement,

continue to secure, guarantee, support and otherwise benefit the Obligations on the same terms as prior to the effectiveness hereof. Upon

the effectiveness of the Amendment Agreement and this Agreement, each Loan Document that was in effect immediately prior to the Amendment

Effective Date shall continue to be effective on its terms unless otherwise expressly stated herein or therein.

(b)            Nothing

herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement,

the other Existing Loan Documents (as defined below) or instruments securing the same, which shall remain in full force and effect, except

as modified hereby or by instruments executed concurrently herewith. Unless otherwise specifically set forth in the Amendment Agreement

or this Agreement, nothing implied in this Agreement shall be construed as a release or other discharge of the Borrower or any Guarantor

from any of its obligations or liabilities under the Existing Credit Agreement or any of the security agreements, pledge agreements, mortgages,

guaranties or other loan documents executed in connection therewith or in connection with the Existing Credit Agreement (the “Existing

Loan Documents”). Each Loan Party hereby (x) confirms and agrees that (i) except as expressly provided in the Amendment

Agreement, each Existing Loan Document to which it is a party that is not being amended and restated concurrently herewith is, and shall

continue to be, in full force and effect and (ii) each such Existing Loan AgreementDocument,

and the Security Agreement is hereby ratified and confirmed in all respects except that on and after the Amendment Effective Date, all

references in any Existing Loan Document to “the Credit Agreement,” “thereto,” “thereof,” “thereunder”

or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by

this Agreement, and (y) confirms and agrees that to the extent that any such Existing Loan Document purports to assign or pledge

to any of the Agents, the Lenders, the Issuing Bank or the other Secured Parties or to grant to any of the Agents, the Lenders, the Issuing

Bank or the other Secured Parties a security interest in or lien on, any collateral as security for all or any portion of any of the Obligations

of the Borrower or any other Loan Party, as the case may be, from time to time existing in respect of the Existing Credit Agreement or

the Existing Loan Documents, such pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all

respects with respect to this Agreement and the Loan Documents.

ARTICLE 2

THE CREDITS

Section 2.1      Commitments

and Loans.

(a)            Revolving

Loans. Subject to the terms and conditions set forth herein, each Lender having a Revolving Commitment with respect to a Facility

agrees to make Revolving Loans with respect to such Facility to the Borrower in Dollars from time to time during the Revolving Availability

Period for such Facility in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure with respect

to such Facility exceeding such Lender’s Revolving Commitment for such Facility. Within the foregoing limits and subject to the

terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

(b)            Term

A Loans. Subject to the terms and conditions set forth herein, each Term A Lender agrees to make a Term A Loan in Dollars to the Borrower

on the Amendment Effective Date in a principal amount not to exceed its Term A Loan

Commitment. The full amount of the Term A Loans to be made pursuant to the Term A Commitment shall be drawn in a single drawing

on the Amendment Effective Date. On the Amendment Effective Date (after giving effect to the funding of the Term A Loans by the Term A

Lenders), the Term A Loan Commitments of the Term A Lenders will automatically

and permanently terminate. Term A Loans repaid or prepaid in whole or in part may not be reborrowed.

Incremental Term A-1 Loans. Subject to the terms and conditions set forth herein and in Amendment No. 1, each 2026 Incremental Term

A-1 Lender agrees to make a 2026 Incremental Term A-1 Loan in Dollars to the Borrower on the Amendment No. 1 Funding Date in a principal

amount not to exceed its 2026 Incremental Term A-1 Loan Commitment. The 2026 Incremental Term A-1 Loans to be made pursuant to the 2026

Incremental Term A-1 Loan Commitment shall be drawn in a single drawing on the Amendment No. 1 Funding Date. On the Amendment No. 1

Funding Date (after giving effect to the funding of the 2026 Incremental Term A-1 Loans by the 2026 Incremental Term A-1 Lenders), the

2026 Incremental Term A-1 Loan Commitments of the 2026 Incremental Term A-1 Lenders will automatically and permanently terminate. 2026

Incremental Term A-1 Loans repaid or prepaid in whole or in part may not be reborrowed.

(d)            2026

Incremental Term A-2 Loans. Subject to the terms and conditions set forth herein and in Amendment No. 1, each 2026 Incremental Term

A-2 Lender agrees to make a 2026 Incremental Term A-2 Loan in Dollars to the Borrower on the Amendment No. 1 Effective Date in a

principal amount not to exceed its 2026 Incremental Term A-2 Loan Commitment. The 2026 Incremental Term A-2 Loans to be made pursuant

to the 2026 Incremental Term A-2 Loan Commitment shall be drawn in a single drawing on the Amendment No. 1 Effective Date. On the

Amendment No. 1 Effective Date (after giving effect to the funding of the 2026 Incremental Term A-2 Loans by the 2026 Incremental

Term A-2 Lenders), the 2026 Incremental Term A-2 Loan Commitments of the 2026 Incremental Term A-2 Lenders will automatically and permanently

terminate. 2026 Incremental Term A-2 Loans repaid or prepaid in whole or in part may not be reborrowed.

(e)            2026

Incremental Revolving Commitments. Subject to the terms and conditions set forth herein and in Amendment No. 1, each 2026 Incremental

Revolving Lender having a 2026 Incremental Revolving Commitment with respect to the 2026 Incremental Revolving Facility agrees to make

the 2026 Incremental Revolving Commitments available to the Borrower solely for the issuance of Letters of Credit in Dollars and the making

of Revolving Loans for purposes of reimbursement required pursuant to Section 2.9(e) hereof in Dollars from time to time during

the Revolving Availability Period for the 2026 Incremental Revolving Facility in an aggregate principal amount that will not result in

such Lender’s Revolving Credit Exposure with respect to the 2026 Incremental Revolving Facility exceeding such Lender’s 2026

Incremental Revolving Commitment. The 2026 Incremental Revolving Commitments shall not be available to be drawn as Revolving Loans, other

than in the case of a reimbursement pursuant to Section 2.9(e) hereof. Within the foregoing limits and subject to the terms

and conditions set forth herein, the Borrower may borrow, prepay and reborrow 2026 Incremental Revolving Loans.

Section 2.2      Loans

and Borrowings.

(a)            Each

Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans from the same Facility made by the Revolving Lenders

ratably in accordance with their respective Revolving Commitments under such Facility, and each Term Loan shall be made as part of a Borrowing

consisting of Term Loans from the same Facility made by the Term Lenders ratably in accordance with their respective Commitments to make

Term Loans under such Facility. The failure of any applicable Lender to make any Loan required to be made by it shall not relieve any

other Lender of its obligations hereunder, provided that the Commitments of the applicable Lenders are several, and no Lender shall be

responsible for any other Lender’s failure to make Loans as required.

(b)            Subject

to Section 3.4, each Borrowing shall be comprised entirely of Loans of the same Class and Type, in each case as the Borrower

may request in accordance herewith; provided that each Swingline Loan shall be an ABR Loan. Each applicable Lender at its option may make

any SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise

of such option shall not (i) affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement

or (ii) increase any cost or expense to the Borrower or impose any additional withholding requirement on the Borrower.

the commencement of each Interest Period for any SOFR Borrowing, such Borrowing shall be in a minimum amount of $1,000,000 and in integral

multiples of $500,000 in excess thereof. At the time that each ABR Borrowing is made, such Borrowing shall be in a minimum amount of $1,000,000

and in integral multiples of $500,000 in excess thereof; provided that an ABR Revolving Borrowing may be in an aggregate amount

that is equal to the entire unused balance of the total Revolving Commitments for a Facility, in an aggregate amount that is required

to finance the reimbursement of an LC Disbursement as contemplated by Section 2.9(e) or in an aggregate amount that is required

to finance the reimbursement of a Swingline Loan as contemplated by Section 2.10(c), and an ABR Term Borrowing may be in an aggregate

amount that is equal to the entire unused Commitments to make Term Loans under a Facility. Each Swingline Loan shall be in an amount that

is agreed upon by the Borrower, the Administrative Agent and the Swingline Lender. Borrowings of more than one Type may be outstanding

at the same time, provided that there shall not at any time be more than a total of 12 SOFR Borrowings outstanding.

(d)            Notwithstanding

any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing

if the Interest Period requested with respect thereto would end after the Maturity Date for the Loans comprising such Borrowing.

Section 2.3      Requests

for Borrowings.

(a)            To

request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or e-mail (i) in the case of

a SOFR Borrowing, not later than 2:00 p.m., New York City time, three Business Days (or such shorter period as agreed to by the

Administrative Agent and the Borrower) before the date of the proposed Borrowing, or (ii) in the case

of an ABR Borrowing, not later than 2:00 p.m., New York City time, on the date of the proposed Borrowing. Each such telephonic or e-mail

borrowing request shall be irrevocable and shall be confirmed by no later than 3:00 p.m., New York City time, on the date of such request

by hand delivery, e-mail or facsimile to the Administrative Agent of a copy of a written Borrowing Request signed by the Borrower. Each

such telephonic or e-mail borrowing request and written Borrowing Request shall specify the following information in compliance with Section 2.2:

(i)              the

aggregate amount of the requested Borrowing;

(ii)             the

date of such Borrowing, which shall be a Business Day;

(iii)            the

Facility under which such Borrowing is to be made;

(iv)            whether

such Borrowing is to be an ABR Borrowing or a SOFR Borrowing;

(v)             in

the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition

of the term “Interest Period”; and

(vi)            the

location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.4.

(b)            If

no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is

specified with respect to any requested SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s

duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each

applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.4      Funding

of Borrowings.

(a)            Each

Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by

4:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to

the Lenders; provided that Swingline Loans shall be made as provided in Section 2.10. Subject to Section 5.2, the Administrative

Agent will make such Loans available to the Borrower by promptly crediting or otherwise transferring the amounts so received, in like

funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request; provided that ABR Revolving

Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.9(e) shall be remitted by the Administrative

Agent to the Issuing Bank. Notwithstanding anything contained in this Section 2.4(a), the Borrower, the Administrative Agent, and

the Term A Lenders, 2026 Incremental Term A-1 Lenders or 2026 Incremental

Term A-2 Lenders may agree that the Term A Loans, 2026 Incremental

Term A-1 Loans or 2026 Incremental Term A-2 Loans, as applicable, be funded in such other manner as such parties may agree.

(b)            Unless

the Administrative Agent shall have received notice from a Lender prior to 3:00 p.m., New York City time, on the date of any Borrowing

that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent

may assume that such Lender has made such share available on such date in accordance with Section 2.4(a) or Section 2.9(e) and

may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact

made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender agrees to pay to the Administrative

Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made

available to the Borrower to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective

Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such

Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

If such Lender’s share of such Borrowing is not made available to the Administrative Agent by such Lender within three Business

Days after the date of such Borrowing, the Administrative Agent shall give notice of such fact to the Borrower and the Administrative

Agent shall also be entitled to recover such amount with interest thereon at the rate per annum otherwise applicable to such Borrowing,

on demand, from the Borrower. Nothing herein shall be deemed to limit the rights of the Administrative Agent or the Borrower against any

Defaulting Lender.

Section 2.5      Termination

and Reduction of Commitments.

(a)            Unless

previously terminated, (i) the Revolving Commitments under the Existing Revolving Facility shall terminate on the Existing Revolving

Facility Maturity Date, (ii) the 2026 Incremental Revolving Commitments

under the 2026 Incremental Revolving Facility shall terminate on the 2026 Incremental Revolving Facility Maturity Date, (iii) the

Term A Loan Commitments in respect of the Term A Loans to be made by the Term A Lenders shall be terminated upon the making of

such Term A Loans on the Amendment Effective Date, (iii)iv)

the 2026 Incremental Term A-1 Loan Commitments in respect of the 2026 Incremental Term A-1 Loans to be made by the 2026 Incremental Term

A-1 Lenders shall be terminated upon the making of such 2026 Incremental Term A-1 Loans on the Amendment No. 1 Funding Date, (v) the

2026 Incremental Term A-2 Loan Commitments in respect of the 2026 Incremental Term A-2 Loans to be made by the 2026 Incremental Term A-2

Lenders shall be terminated upon the making of such 2026 Incremental Term A-2 Loans on the Amendment No. 1 Effective Date, (vi) any

Incremental Term Commitments of a Class shall terminate on the making of the Incremental Term Loans of such Class, (ivvii)

each Class of Incremental Revolving Commitments shall terminate on the date specified in the Incremental Amendment for such Class,

(vviii) any Refinancing

Term Commitments of a Class shall terminate on the making of the Refinancing Term Loans of such Class, (viix)

each Class of Refinancing Revolving Commitments shall terminate on the date specified in the Refinancing Amendment for such Class,

(viix) each Class of

Extended Revolving Commitments shall terminate on the date specified in the Extension Amendment for such Class, and (viiixi)

any Commitments for Extended Term Loans of a Class shall terminate on the making of the Extended Term Loans of such Class.

(b)            The

Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments under a Facility, provided that (i) the

Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving

Loans under such Facility in accordance with Section 2.7, the sum of the Revolving Credit Exposures for such Facility would exceed

the total Revolving Commitments for such Facility, and (ii) each such reduction

of the Revolving Commitments shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof.

and (iii) any termination of the 2026 Incremental Revolving

Commitments (other than in connection with a refinancing thereof) shall be made on a pro rata basis (or less than pro rata basis) with

the Revolving Commitments (other than the 2026 Incremental Revolving Commitments) existing on the Amendment No. 1 Effective Date.

Borrower shall notify the Administrative Agent of any election to terminate or reduce Revolving Commitments under Section 2.5(b) at

least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date

thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice

delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of Revolving

Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified

therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice

to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Subject to Section 2.12,

each reduction, and any termination, of Revolving Commitments shall be permanent, and each such reduction shall be made ratably among

the applicable Lenders in accordance with their respective applicable Revolving Commitments.

Section 2.6      Repayment

of Loans.

(a)            The

Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each applicable Lender (i) the unpaid

principal amount of each Existing Revolving Loan (other than each Swingline Loan) on the Existing Revolving Facility Maturity Date, and

(ii) the unpaid principal amount of each 2026 Incremental

Revolving Loan on the 2026 Incremental Revolving Facility Maturity Date, and (iii) the unpaid principal amount of each Swingline

Loan on the earliest to occur of the last day of the Swingline Interest Period applicable thereto, the tenth Business Day immediately

preceding the Swingline Termination Date, and the date on which the Swingline Loans shall become due and payable pursuant to the provisions

hereof, whether by acceleration or otherwise, provided that on each date that a Revolving Loan Borrowing is made, the Borrower

shall repay all Swingline Loans then outstanding.

(b)            The

unpaid principal amount of each Term A Loan and each 2026 Incremental Term

A-2 Loan shall be payable (1) in an amount equal to 0.25% of the original principal amount of such Term A Loan or

2026 Incremental Term A-2 Loan, as applicable, on the last Business Day of each March, June, September and December of

each year (commencing, in the case of the Term A Loans, with the last

Business Day of December 2021 and, in the case of the 2026 Incremental

Term A-2 Loans, with the last Business Day of September 2026), and (2) in full on the Term A Maturity Date or

the 2026 Incremental Term A-2 Loan Maturity Date, as applicable; provided, however, that for any such last Business Day of each

March, June, September and December of each year that occurs during the period beginning with the occurrence of an Amortization

Event, and thereafter until such time, if any, as an Amortization Termination Event shall have occurred, the unpaid principal amount of

each such Term A Loan or

2026 Incremental Term A-2 Loan, as applicable, shall be payable in an amount equal to 1.25% of the original principal amount of

such Term A Loan or 2026 Incremental Term A-2 Loan, as applicable.

For purposes of

this Section 2.6(b), the following terms have the following meanings:

“Amortization

Event” means the delivery of the second consecutive Higher Leverage Compliance Certificate.

“Amortization

Termination Event” means, at any time following the last Amortization Event, if any, the delivery of the second consecutive

Lower Leverage Compliance Certificate.

“High Ratio

Condition” means that the Secured Leverage Ratio is greater than 3.25:1.00.

“Higher

Leverage Compliance Certificate” means a Compliance Certificate delivered in accordance with Section 6.1(c) indicating

that a High Ratio Condition existed at the Compliance Reference Date for such Compliance Certificate.

“Lower

Leverage Compliance Certificate” means a Compliance Certificate delivered in accordance with Section 6.1(c), other than

a Higher Leverage Compliance Certificate.

unpaid principal amount of each Incremental Revolving Loan, Incremental Term Loan, Refinancing Revolving Loan, Refinancing Term Loan,

Extended Revolving Loan and Extended Term Loan shall be payable in such amounts and on such dates, if any, as shall be set forth in the

applicable Facility Amendment.

(d)            The

unpaid principal amount of each 2026 Incremental Term A-1 Loan shall be payable in an amount per annum equal to (1)(a) with respect

to the eight full fiscal quarters following the Amendment No. 1 Funding Date (the “Initial Term A-1 Amortization Period”),

0.0% of the original principal amount of such 2026 Incremental Term A-1 Loans, (b) with respect to the eight full fiscal quarters

following the Initial Term A-1 Amortization Period, 2.50% of the original principal amount of the 2026 Incremental Term A-1 Loans and

(c) thereafter, 5.0% of the original principal amount of the 2026 Incremental Term A-1 Loans, in each case, paid in equal quarterly

installments (commencing with the later of (i) the last business day of the first full fiscal quarter beginning after the Amendment

No. 1 Funding Date and (ii) the last business day of December 2026) and (2) in full on the 2026 Incremental Term A-1

Loan Maturity Date.

Section 2.7      Prepayment

of Loans.

(a)            The

Borrower shall have the right at any time and from time to time to prepay any Revolving Loan Borrowing in whole or in part, or prepay

Term A Loans, 2026 Incremental Term A-1 Loans or 2026 Incremental Term A-2

Loans, in whole or in part, without premium or penalty, subject to the requirements of this Section 2.7. The Borrower shall

have the right at any time and from time to time to prepay Incremental Term Loans, Refinancing Term Loans and/or Extended Term Loans of

any Class in whole or in part subject to any restrictions set forth in the Facility Amendment applicable to such Class. Each voluntary

or mandatory prepayment of Term A Loans under this Section 2.7 shall

be applied (i) pro rata among each Term A Loan then outstanding and

(ii) for each Class of Term Loans, to reduce the remaining installments payable thereon pro rata. Each voluntary prepayment

of Term Loans under this Section 2.7 shall be applied (i) to prepay any Class or Classes of Term Loans then outstanding

as the Borrower may elect, and (ii) for each Term A Loansuch

Class, to reduce the remaining installments payable thereon pro rata. Subject to the provisions of any Facility Amendment, each

voluntary and mandatory prepayment of any other Class of Term Loans under this Section 2.7 established

under such Facility Amendment after the Amendment No. 1 Effective Date shall be applied (i) pro rata among each Term

Loan in such Class then outstanding, and (ii) for each such Term Loan, to reduce the remaining installments payable thereon

pro rata. Subject to Section 2.12, each voluntary prepayment of Revolving Loans under the Existing Revolving Facility under this

Section 2.7 shall be applied pro rata among each Revolving Loan under the Existing Revolving Facility then outstanding. Subject to

the provisions of any Facility Amendment and Section 2.12, each voluntary prepayment of any other Class of Revolving Loans under

this Section 2.7 shall be applied pro rata among each Revolving Loan in such Class then outstanding.

(b)            In

the event of any partial reduction or termination of Revolving Commitments, then (i) at or prior to the date of such reduction or

termination, the Administrative Agent shall notify the Borrower and the applicable Lenders of the sum of the Revolving Credit Exposures

under the applicable Facility after giving effect thereto and (ii) if such sum would exceed the total Revolving Commitments for such

Facility after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination,

prepay Revolving Borrowings in an amount sufficient to eliminate such excess. To the extent that the Revolving Borrowings have been prepaid

in full and the Revolving Credit Exposure for the applicable Facility still exceeds the Revolving Commitments as a result of the LC Exposure,

the Borrower shall cash collateralize, on terms and conditions in accordance with the provisions set forth in Section 2.9(i), outstanding

Letters of Credit in a principal amount sufficient to eliminate the excess Revolving Credit Exposure.

Borrower shall prepay the Term Loans pro rata in an amount equal to 100% of the Net Proceeds in excess of $25,000,000 in the aggregate

during any fiscal year in respect of Affected Sales; provided that, no such prepayment shall be required to the extent that such Net Proceeds

are used within 12 months of receipt thereof (or if the Borrower or any Subsidiary enters into a legally binding commitment to reinvest

such Net Proceeds within 12 months following receipt thereof, within 18 months following receipt thereof) to purchase assets to be used

in the business of the Borrower or any of its Subsidiaries. “Affected Sale” means any sale or other disposition of assets

(other than cash) or any casualty event or condemnation of property of the Borrower or any Subsidiary (other than sales and dispositions

to the Borrower or a Subsidiary Guarantor or in the ordinary course of business of the Borrower or such Subsidiary) in each case occurring

at any time that the Secured Leverage Ratio, as set forth in the Compliance Certificate most recently delivered, is greater than 3.00:1.00.

(d)            Notwithstanding

any other provisions of this Section 2.7, (i) to the extent that any of or all of the Net Proceeds of any Affected Sale by or

from a Foreign Subsidiary (a “Foreign Affected Sale”) are prohibited or delayed by applicable local law (including,

without limitation, as to financial assistance and corporate benefit restrictions and as to fiduciary and statutory duties of directors

and managers) from being repatriated to the United States, the amount equal to the portion of such Net Proceeds so affected will not be

required to be applied to repay Term Loans at the times provided in Section 2.7(c) but only so long, as the applicable local

law will not permit repatriation to the United States (the Borrower hereby agrees to use reasonable efforts to cause the applicable Foreign

Subsidiary to take all actions reasonably required by the applicable local law to permit such repatriation within one year following the

date such amounts are prohibited or delayed (it being understood and agreed that following the expiration of such one year period, no

prepayment therefrom shall be required), and if such repatriation of any of such affected Net Proceeds is permitted under the applicable

local law, an amount equal to such Net Proceeds permitted to be repatriated will be applied (whether or not repatriation actually occurs)

to the repayment of the Term Loans pursuant to Section 2.7(c) to the extent provided therein (net of any additional Taxes, costs

and expenses that are or would be payable or reserved against as a result thereof) and (ii) to the extent that the Borrower has determined

in good faith that repatriation of any or all of the Net Proceeds of any Foreign Affected Sale could have a material adverse tax consequence

(which for the avoidance of doubt, includes, but is not limited to, any repatriation in respect of which the Borrower, any Subsidiary,

any of their Affiliates and/or equity partners, or any consolidated, combined or similar Tax group that includes as a member (which, for

the avoidance of doubt, includes a disregarded entity whose regarded owner is a member for applicable tax purposes) any of the foregoing

would incur a material Tax liability, including a material taxable dividend or material withholding Tax), the amount equal to the Net

Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.7(c) until such

time as the repatriation thereof would no longer have a material adverse Tax consequence, at which time an amount equal to such Net Proceeds

will be promptly applied to the repayment of the Term Loans pursuant to Section 2.7(c) to the extent provided therein.

(e)            If

any Indebtedness shall be incurred by the Borrower or any Subsidiary (excluding any Indebtedness incurred in accordance with Section 7.1)

an amount equal to 100% of the Net Proceeds thereof shall be applied on the date of such incurrence as follows: (i) first, to the

pro rata prepayment of the Term Loans and (ii) thereafter, to the pro rata prepayment of the Revolving Loans. If any Credit Agreement

Refinancing Debt shall be incurred by the Borrower, an amount equal to 100% of the Net Proceeds thereof shall be applied on the date of

such incurrence to the pro rata prepayment of the Refinanced Debt being refinanced.

(f)            The

Borrower shall notify the Administrative Agent (and, in the case of the prepayment of a Swingline Loan, the Swingline Lender) by telephone

(confirmed by facsimile) of any prepayment hereunder, except as otherwise provided in clause (g) below, (i) in the case of a

prepayment of a SOFR Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment, (ii) in

the case of prepayment of an ABR Borrowing (other than a Swingline Loan), not later than 2:00 p.m., New York City time, on the date of

prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 3:00 p.m., New York City time, on the date of prepayment.

Each such notice shall be irrevocable and shall specify (x) whether the Borrower elects for clause (g) below to apply to such

prepayment (to the extent such prepayment is subject to clause (g) below) and (y) the prepayment date and the principal amount

of each Borrowing or portion thereof to be prepaid (the “Prepayment Amount”); provided that a notice of prepayment

delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein

(including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative

Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating

to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing

under Section 2.7(a) shall (i) with respect to SOFR Borrowings, be in a minimum amount of $1,000,000 and in integral multiples

of $100,000 in excess thereof, and (ii) with respect to ABR Borrowings, be in a minimum amount of $500,000 and in integral multiples

of $100,000 in excess thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.1 together

with any amounts required by Section 3.6.

(g)            The

Administrative Agent will promptly notify each Term Lender of the contents of any prepayment notice so received from the Borrower, including

the date on which such prepayment is to be made (the “Prepayment Date”). The Borrower agrees that, in the event it

elects to have this clause (g) apply to any prepayment, then the Borrower shall have given notice of such prepayment to the Administrative

Agent no later than 2:00 p.m., New York City time, at least five Business Days prior to the date of such prepayment. Any Term Lender may

(but solely to the extent the Borrower elects for this clause (g) to be applicable to a given prepayment) decline to accept all (but

not less than all) of its share of any mandatory prepayment pursuant to Section 2.7(c) or the first sentence of Section 2.7(e) (any

such Lender, a “Declining Lender”) by providing written notice to the Administrative Agent no later than two Business

Days after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If any Term

Lender does not give a notice to the Administrative Agent on or prior to such two Business Day time period informing the Administrative

Agent that it declines to accept the applicable prepayment, then such Term Lender will be deemed to have accepted such prepayment. On

any Prepayment Date, an amount equal to the Prepayment Amount minus the portion thereof allocable to Declining Lenders, in each

case for such Prepayment Date, shall be paid to the Administrative Agent by the Borrower and applied by the Administrative Agent ratably

to prepay Term Loans owing to Term Lenders (other than Declining Lenders) in the manner described in Section 2.7(c) or the first

sentence of Section 2.7(e), as applicable, for such prepayment. Any amounts that would otherwise have been applied to prepay Term

Loans owing to Declining Lenders shall be retained by the Borrower (such amounts retained by the Borrower, “Declined Amounts”)

for any purposes not prohibited by this Agreement.

(h)            [Reserved].

(i)             Additionally,

notwithstanding anything else in this Agreement to the contrary, in the event that any Term Loan of any Lender would otherwise be repaid

or prepaid from the proceeds of other Term Loans being funded on the date of such repayment or prepayment, if agreed to by the Borrower

and such Lender and notified to the Administrative Agent prior to the date of the applicable repayment or prepayment, all or any portion

of such Lender’s Term Loan that would have otherwise been repaid or prepaid in connection therewith may be converted on a “cashless

roll” basis into a new Term Loan.

(j)             Notwithstanding

anything to the contrary contained in this Section 2.7 or any other provision of this Agreement, the Borrower may prepay any Class or

Classes of outstanding Term Loans (each, an “Auction Prepayment Offer”) at a discount to par pursuant to one or more

auctions (each, an “Auction”) on the following basis (any such prepayment, an “Auction Prepayment”):

(i)             All

Term Lenders (other than Defaulting Lenders) of the applicable Class or Classes shall be permitted (but not required) to participate

in each Auction. Any such Lender who elects to participate in an Auction may choose to offer all or part of such Lender’s Term Loans

of the applicable Class for prepayment. Each Term Lender shall notify the Administrative Agent at least 5 days prior to each Auction

of its decision whether or not to participate in such Auction.

(ii)            Each

Auction Prepayment shall be subject to the conditions that (A) the Administrative Agent shall have received a certificate to the

effect that (I) immediately prior to and after giving effect to the Auction Prepayment and on the date of any delivery of an Auction

Notice (as defined in Exhibit E), no Default or Event of Default shall have occurred and be continuing and (II) each of the

conditions to such Auction Prepayment has been satisfied, (B) each offer of prepayment made pursuant to this Section 2.7(j) must

be in an amount not less than $10,000,000 in principal amount of Term Loans, calculated on the face amount thereof unless another amount

is agreed to by the Administrative Agent, (C) no Auction Prepayment shall be made from the proceeds of any Revolving Loan, (D) any

Auction Prepayment shall be offered to all Lenders with Term Loans of the applicable Class or Classes on a pro rata basis, (E) all

Term Loans so prepaid by the Borrower shall automatically be canceledcancelled

and retired by the Borrower on the applicable settlement date (and for the avoidance of doubt, may not be reborrowed) and (F) no

more than one Auction Prepayment Offer may be ongoing at any one time.

(iii)           The

Borrower must terminate any Auction Prepayment Offer if it fails to satisfy one or more of the conditions set forth above in Section 2.7(j)(ii) that

are required to be met at the time at which the Term Loans would have been prepaid pursuant to such Auction Prepayment Offer and may,

if it determines not to proceed with such Auction, terminate any Auction Prepayment Offer. If the Borrower commences any Auction Prepayment

Offer (and all relevant requirements set forth above that are required to be satisfied at the time of the commencement of such Auction

Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required

conditions set forth above that are required to be satisfied at the time of the consummation of such Auction Prepayment Offer shall be

satisfied, then the Borrower shall have no liability to any Term Lender or any other Person for any termination of such Auction Prepayment

Offer as a result of its failure to satisfy one or more of the conditions set forth above that are required to be met at the time that

otherwise would have been the time of consummation of such Auction Prepayment Offer, and any such failure shall not result in any Default

or Event of Default hereunder. All Term Loans prepaid by the Borrower pursuant to this Section 2.7(j) shall be accompanied by

all accrued interest on the par principal amount so prepaid to, but not including, the

date of the Auction Prepayment. Term Loan prepayments conducted pursuant to Auction Prepayment Offers shall not constitute voluntary or

mandatory prepayments hereunder. The par principal amount of Term Loans prepaid pursuant to this Section 2.7(j) shall be applied

to reduce the final installment payment of principal thereof pursuant to Section 2.6(b) or

Section 2.6(d), as applicable.

(iv)           Each

Auction shall comply with the Auction Procedures and any such other procedures reasonably agreed by the Administrative Agent and by the

Borrower.

(v)            The

Auction Manager (as defined in Exhibit E) acting in its capacity as such hereunder shall be entitled to the benefits of the

provisions of Article 9 and Section 10.3 to the same extent as if each reference therein to the “Administrative Agent”

were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested

by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction Prepayment Offer;

provided that nothing herein contained in this clause (v) shall require the Administrative Agent to incur any out-of-pocket

cost or expense that is not required to be reimbursed by the Borrower pursuant to this Agreement.

(vi)            This

Section 2.7(j) shall neither (a) require the Borrower to undertake any Auction nor (b) limit or restrict the Borrower

from making voluntary prepayments of Term Loans in accordance with Section 2.7(a) or open market purchases of Term Loans in

accordance with Section 10.4(g).

(vii)            The

Administrative Agent (x) shall not be required to serve as the Auction Manager for, or have any other obligations to participate

in (other than mechanical administrative duties), or facilitate, any “Dutch auction” (including any Auction) unless it is

reasonably satisfied with the terms and restrictions of such auction and (y) shall not have any obligation to participate in, arrange,

sell or otherwise facilitate, and will have no liability in connection with, any open market repurchases by the Borrower or any of its

subsidiaries pursuant to Section 10.4(g).

Section 2.8            Evidence

of Debt.

(a)            Each

Lender shall maintain in accordance with its usual practice an account or accounts evidencing the debt of the Borrower to such Lender

resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time

to time hereunder.

(b)            The

Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and

Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become

due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder

for the account of the Lenders and each Lender’s share thereof.

entries made in the accounts maintained pursuant to paragraphs (a) or (b) of this Section 2.8 shall be, absent demonstrable

error, prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any

Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the

Borrower to repay the Loans in accordance with the terms of this Agreement.

(d)            Any

Lender may request that the Loans made by it be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver to

such Lender, a Note payable to such Lender. In addition, if requested by a Lender, its Note may be made payable to such Lender and its

registered assigns in which case all Loans evidenced by such Note and interest thereon shall at all times (including after assignment

pursuant to Section 10.4) be represented by one or more Notes in like form payable to the payee named therein and its registered

assigns.

Section 2.9            Letters

of Credit.

(a)            General.

Subject to the terms and conditions set forth herein and in Section 2.12(d), the Borrower may request the issuance of Letters of

Credit denominated in Dollars for its own account (or for the account of any Subsidiary), in a form reasonably acceptable to the Administrative

Agent and the applicable Issuing Bank, at any time and from time to

time during the period from (i) with respect to the Existing Revolving

Facility, the Amendment Effective Date and (ii) with respect

to the 2026 Incremental Revolving Facility, the Amendment No. 1 Funding Date, in each case, to the third day prior to the

applicable LC Termination Date. In the event of any inconsistency

between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement

submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank, the terms and conditions of this Agreement shall

control. On and as of the Amendment Effective Date, in each case automatically and without further action on the part of any Person, (i) each

Existing Letter of Credit will be deemed to be a Letter of Credit issued hereunder under

the Existing Revolving Credit Facility for all purposes of the Loan Documents and (ii) each Lender that has issued an Existing

Letter of Credit shall be deemed to have granted to each other Lender with a Revolving Commitment under

the Existing Revolving Credit Facility, and each other such Lender shall be deemed to have acquired from such issuer, a participation

in each such Existing Letter of Credit equal to such other Lender’s

Applicable Percentage of (A) the aggregate amount available to be drawn under such Existing Letter of Credit and (B) the aggregate

amount of any reimbursement obligation in respect of any LC Disbursement in respect thereof.

(b)            Notice

of Issuance; Amendment; Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or extension

of an outstanding Letter of Credit), the Borrower shall hand deliver or send by facsimile (or transmit by e-mail, with attachments thereto,

if any, in .pdf format) to the applicable Issuing Bank and the Administrative

Agent (not later than two Business Days before the requested date of issuance, amendment or extension) a notice requesting the issuance

of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment

or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph

whether the Letter of Credit is to be issued pursuant to the Existing Revolving Facility or the 2026 Incremental Revolving Commitments

and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the Issuing Bank,

the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request

for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and, upon issuance, amendment or extension of

each Letter of Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or

extension (i) (A) if such Letter of Credit is issued pursuant to

the Existing Revolving Facility, the LC Exposure with respect to the

Existing Revolving Facility shall not exceed $35,000,000 or (B) if

such Letter of Credit is issued pursuant to the 2026 Incremental Revolving Commitments, the LC Exposure with respect to the 2026 Incremental

Revolving Facility shall not exceed the total amount of 2026 Incremental Revolving Commitments and (ii) the total Revolving

Credit Exposures shall not exceed the total Revolving Commitments.

Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year

after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year after such extension) and

(ii) the date that is three days prior to the applicable LC Termination

Date, provided that any Letter of Credit may provide for the automatic extension thereof for additional periods of lengths not to exceed

one year (which shall in no event extend beyond the date that is three days prior to the LC Termination Date); provided that any

such Letter of Credit may provide that the applicable Issuing Bank

shall have the right to terminate such automatic extension on an annual

basis by notice to the beneficiary of such Letter of Credit.

(d)            Participations.

By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) under

the Existing Revolving Facility and without any further action on the part of the Issuing Bank or the applicable Revolving Lenders,

the applicable Issuing Bank hereby grants to each Revolving Lender

under the Existing Revolving Facility, and each such Revolving Lender

hereby acquires from thesuch

Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage ofwith

respect to the Existing Revolving Facility of the aggregate amount available to be drawn under such Letter of Credit. At any time that

there is more than one Revolving Lender under the 2026 Incremental Revolving Facility, by the issuance of a Letter of Credit (or an amendment

to a Letter of Credit increasing the amount thereof) under the 2026 Incremental Revolving Facility and without any further action on the

part of the Issuing Bank or the applicable Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender under

the 2026 Incremental Revolving Facility, and each such Revolving Lender hereby acquires from such Issuing Bank, a participation in such

Letter of Credit equal to such Revolving Lender’s Applicable Percentage with respect to the 2026 Incremental Revolving Facility

of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing,

each such Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing

Bank, such Revolving Lender’s Applicable Percentage with respect to

the Existing Revolving Facility or 2026 Incremental Revolving Facility, as applicable, of each LC Disbursement made by thesuch

Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement

payment required to be refunded to the Borrower for any reason. Each such Revolving Lender acknowledges and agrees that its obligation

to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected

by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default

or reduction or termination of the applicable Revolving Commitments,

and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever; provided, however, that no

Revolving Lender shall be obligated to make any payment to the Administrative Agent for any wrongful LC Disbursement made by the Issuing

Bank as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Issuing Bank.

(e)            Reimbursement.

If theany Issuing

Bank shall make any LC Disbursement in respect of a Letter of Credit, then the applicable

Issuing Bank shall notify the Borrower to reimburse thesuch

Issuing Bank therefor, in which case the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount

equal to such LC Disbursement and any accrued interest thereon not later than 2:00 p.m., New York City time, on the date that such LC

Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 1:00 p.m., New York City time, on such

date, or if such notice has not been received by the Borrower prior to such time on such date, then not later than 2:00 p.m., New York

City time, on the Business Day immediately following the day that the Borrower receives such notice, provided that, if the LC Disbursement

is equal to or greater than $1,000,000, the Borrower may, subject to the conditions of borrowing set forth herein, request in accordance

with Section 2.3 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan under

(and to the extent available pursuant to) the applicable Facility in an equivalent amount and, to the extent so financed, the Borrower’s

obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower

fails to make such payment when due (or if any such reimbursement payment is required to be refunded to the Borrower for any reason),

the applicable Issuing Bank may notify the Administrative Agent that

the Issuing Bank is requesting that the applicable Lenders make an ABR Revolving Borrowing under

the applicable Facility in an amount equal to such LC Disbursement and any accrued interest thereon, in which case (1) the

Administrative Agent shall notify each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made

as part of such ABR Revolving Borrowing, and (2) each Lender shall, whether or not any Default shall have occurred and be continuing,

any representation or warranty shall be accurate, any condition to the making of any loan hereunder shall have been fulfilled, or any

other matter whatsoever, make the Loan to be made by it under this paragraph by wire transfer of immediately available funds to the account

of the Administrative Agent (or, in the case of the 2026 Incremental Revolving

Commitments, directly to the Issuing Bank thereunder at such Issuing Bank’s election) most recently designated by it for

such purpose by notice to the Lenders, (A) on such date, in the event that such Lender shall have received notice of such ABR Revolving

Borrowing prior to 1:00 p.m., New York City time, or (B) if such notice has not been received by such Lender prior to such time on

such date, then not later than 2:00 p.m., New York City time, on (x) the Business Day that such Lender receives such notice, if such

notice is received prior to 1:00 p.m., New York City time, on the day of receipt or (y) the Business Day immediately following the

day that such Lender receives such notice, if such notice is not received prior to such time on the day of receipt. Such Loans shall,

for all purposes hereof, be deemed to be an ABR Revolving Borrowing referred to in Section 2.1(a) and made pursuant to Section 2.4,

and the Lenders’ obligations to make such Loans shall be absolute and unconditional. The Administrative Agent will (other

than in the case of an election made pursuant to clause (2) of the immediately preceding sentence with respect to the 2026 Incremental

Revolving Commitments) make such Loans available to the Issuing Bank by promptly crediting or otherwise transferring the amounts

so received, in like funds, to the Issuing Bank for the purpose of repaying in full the LC Disbursement and all accrued interest thereon.

An ABR Borrowing pursuant to this Section 2.9(e) made when the conditions to an ABR Borrowing are not satisfied under Section 5.2

shall not be deemed to have satisfied the Borrower’s reimbursement obligation with respect to an LC Disbursement for purposes of

determining whether or not an Event of Default exists under Section 8.1(a).

(f)            Obligations

Absolute. Except as provided below, to the fullest extent permitted by law, the Borrower’s obligations to reimburse LC Disbursements

as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly

in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity

or enforceability of any Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other

document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being

untrue or inaccurate in any respect, (iii) payment by theany

Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter

of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for

the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s

obligations hereunder. Neither any Credit Party nor any of their respective Related Parties shall have any liability or responsibility

by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder

(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay

in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document

required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the

control of the Issuing Bank; provided that the Issuing Bank shall be liable to the Borrower to the extent of any direct damages (as opposed

to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered

by the Borrower or any Subsidiary that are caused by the Issuing Bank’s failure to exercise care when determining whether (x) drafts

and other documents presented under a Letter of Credit issued by it comply with the terms thereof, or (y) to pay under any Letter

of Credit. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing

Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such

determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents

presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its

sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any

notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance

with the terms of such Letter of Credit.

(g)            Disbursement

Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand

for payment under a Letter of Credit issued by it. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by

telephone (confirmed by facsimile) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder;

provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse

the Issuing Bank and the applicable Lenders with respect to any such LC Disbursement.

(h)            Interim

Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full

on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such

LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable

to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of

this Section, then Section 3.1(b) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing

Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (d) of this Section to

reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i)            Cash

Collateral. If (x) any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice

from the Administrative Agent or Lenders holding more than 50% of the total LC Exposure with

respect to a Facility demanding the deposit of cash collateral pursuant to this paragraph, or (y) the maturity of the applicable

Revolving Loans or Revolving Commitments has been accelerated,

the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of

the applicable Lenders, an amount in cash equal to the LC Exposure with respect

to the applicable Facility as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit

such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or

other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 8.1(h) or

(i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower

under this Section 2.9. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal,

over such account. Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest

the same, provided, however, that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in direct

short-term obligations of, or short-term obligations the principal of and interest on which are unconditionally guaranteed by, the United

States of America, in each case maturing no later than the expiry date of the Letter of Credit giving rise to the relevant LC Exposure.

Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative

Agent as follows: first, to reimburse the applicable Issuing

Bank for LC Disbursements for which it has not been reimbursed, second, if there be any excess, to be held for the satisfaction

of the reimbursement obligations (contingent or otherwise) of the Borrower for the LC Exposure at such time, third, if there be

any excess, to reduce the Revolving Credit Exposure of all of the Lenders in

the applicable Facility pro rata, and fourth, if there be any excess and if the maturity of the Loans has been accelerated

(but subject to the consent of Lenders with LC Exposure under a Facility

representing greater than 50% of the total LC Exposure of such Facility),

to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral

hereunder as a result of the occurrence of an Event of Default, such amount and any interest thereon (to the extent not applied as aforesaid)

shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

(j)            IfOther

than with respect to the 2026 Incremental Revolving Commitments, if the LC Termination Date in respect of any Class of Revolving

Commitments occurs prior to the expiry date of any Letter of Credit, then (i) if consented to by the Issuing Bank which issued such

Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the LC Termination Date shall not have so

occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued

(including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and

payments in respect thereof pursuant to Sections 2.9(d) and (e)) under (and ratably participated in by Revolving Lenders pursuant

to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal

amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter

of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i) and unless

provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under

a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters

of Credit to be replaced and returned to the Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower

is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to

back” letter of credit reasonably satisfactory to the Issuing Bank or the Borrower shall cash collateralize any such Letter of Credit

in accordance with Section 2.9(i). For the avoidance of doubt, the provisions

of this Section 2.9(j) shall not apply to or affect the 2026 Incremental Revolving Commitments.

(k)            Resignation

as Issuing Bank. Notwithstanding anything to the contrary contained herein, any Issuing Bank may, upon thirty (30) Business Days’

prior written notice to the Borrower and the Lenders, resign as an Issuing Bank, so long as on or prior to the expiration of such 30 Business

Day period with respect to such resignation, the relevant Issuing Bank shall have identified a successor Issuing Bank reasonably acceptable

to the Borrower willing to accept its appointment as successor Issuing Bank. The Borrower shall appoint from among the Revolving Lenders

willing to accept such appointment a successor Issuing Bank hereunder and, upon such appointment, the resigning Issuing Bank’s resignation

shall become effective; provided, that if no successor shall have been so appointed by the Borrower and shall have accepted such

appointment within 30 Business Days after the date such notice of resignation was given by the applicable Issuing Bank, then such resignation

shall become effective. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank

hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all LC

Exposure with respect thereto (including the right to require the Lenders to make ABR Loans or fund risk participations in unreimbursed

LC Disbursements then due hereunder pursuant to Section 2.9(d)).

Section 2.10            Swingline

Loans.

(a)            Subject

to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time in

Dollars until the Swingline Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the

aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 or (ii) the sum of the total Revolving Credit Exposures

under the Existing Revolving Facility exceeding the total Revolving

Commitments under the Existing Revolving Facility; provided

that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Notwithstanding the

foregoing, the Swingline Lender shall not be required to make a Swingline Loan if (i) any Revolving Lender under

the Existing Revolving Facility shall be a Defaulting Lender, or (ii) any Revolving Lender under

the Existing Revolving Facility shall have notified the Swingline Lender and the Borrower in writing at least one Business Day

prior to the date of Borrowing with respect to such Swingline Loan that the conditions set forth in Section 5.2 have not been satisfied

and such conditions remain unsatisfied as of the requested time of the making of such Swingline Loan. Within the foregoing limits and

subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b)            To

request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not

later than 3:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify

(i) the aggregate principal amount to be borrowed, (ii) the requested date of such Borrowing, and (iii) the amount of,

and the length of the Swingline Interest Period for, each Swingline Loan, provided, however, that no such Swingline Interest Period shall

end after the Business Day immediately preceding the Swingline Termination Date. The Administrative Agent will promptly advise the Swingline

Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by

means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to

finance the reimbursement of an LC Disbursement as provided in Section 2.9(e), by remittance to the Issuing Bank) by 3:30 pm on the

requested date of such Swingline Loan.

Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m., New York City time, on any Business

Day notify the Administrative Agent that the Swingline Lender is requesting that each Lender under

the Existing Revolving Credit Facility, and the Administrative Agent may (with the consent of Lenders under

the Existing Revolving Credit Facility holding more than 50% of the total Swingline Exposure) or shall (at the request of Lenders

under the Existing Revolving Credit Facility holding more than 50%

of the total Swingline Exposure) by written notice given to the Swingline Lender not later than 11:00 a.m., New York City time, on any

Business Day require that each Lender, at the option of the Borrower, (i) make a Revolving Loan under

the Existing Revolving Facility in an amount equal to its pro rata Revolving Commitment under

the Existing Revolving Facility with respect to the outstanding principal balance of, and accrued and unpaid interest on, the Swingline

Loans, or (ii) acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall

specify the aggregate amount of Swingline Loans in which Lenders under the

Existing Revolving Credit Facility will participate. In either such case (i) the Administrative Agent shall notify each Lender

under the Existing Revolving Credit Facility of the details thereof

and of the amount of such Lender’s Revolving Loan or participation interest, as the case may be, and (ii) each Lender under

the Existing Revolving Credit Facility shall, whether or not any Default shall have occurred and be continuing, any representation

or warranty shall be accurate, any condition to the making of any Loan hereunder shall have been fulfilled, or any other matter whatsoever,

make the Revolving Loan required to be made by it under the Existing Revolving

Credit Facility, or purchase the participation required to be purchased by it, under this paragraph by wire transfer of immediately

available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, (A) in

the event that such Lender receives such notice prior to 12:00 noon, New York City time, on any Business Day, by no later than 3:00 p.m.,

New York City time, on such Business Day, or (B) in the event that such Lender receives such notice at or after 12:00 noon, New York

City time, on any Business Day, by no later than 1:00 p.m. New York City time on the immediately succeeding Business Day. Any Loans

under the Existing Revolving Credit Facility made pursuant to this

paragraph (c) shall, for all purposes hereof, be deemed to be Revolving Loans referred to in Section 2.1 and made pursuant to

Section 2.4(a), and the Lenders’ obligations to make such Loans shall be absolute and unconditional. The Administrative Agent

will make such Loans, or the amount of such participations, as the case may be, available to the Swingline Lender by promptly crediting

or otherwise transferring the amounts so received, in like funds, to the Swingline Lender. Each Lender under

the Existing Revolving Credit Facility shall also be liable for an amount equal to the product of its pro rata Revolving Commitment

under the Existing Revolving Credit Facility and any amounts paid

by the Borrower pursuant to this Section 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned.

Such liabilities shall be absolute and unconditional and without regard to the occurrence of any Default or the compliance by the Borrower

with any of its obligations under the Loan Documents. Whenever the Administrative Agent is reimbursed by the Borrower, for the account

of the Swingline Lender, for any payment in connection with Swingline Loans and such payment relates to an amount previously paid by a

Lender pursuant to this Section, the Administrative Agent will promptly pay over such payment to such Lender. The purchase of participations

in a Swingline Loan or the making by the Lenders of a Revolving Loan pursuant to this paragraph shall not relieve the Borrower of any

default in the payment thereof.

(d)            IfOther

than with respect to the 2026 Incremental Revolving Commitments, if the Maturity Date shall have occurred in respect of any Class of

Revolving Commitments (the “Expiring Credit Commitment”) at a time when another Class or Classes of Revolving

Commitments is or are in effect with a later Maturity Date (the “Non-Expiring Credit Commitments”), then with respect

to each outstanding Swingline Loan, if consented to by the Swingline Lender, on the earliest occurring Maturity Date such Swingline Loan

shall be deemed reallocated to the Class or Classes of the Non-Expiring Credit Commitments on a pro rata basis; provided that

(a) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of

such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans

and any reallocation of Letter of Credit participations as contemplated in Section 2.9(j)) the amount of Swingline Loans to be reallocated

equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default has occurred and is continuing, the Borrower

shall still be obligated to pay Swingline Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity

Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment. For the avoidance of doubt, the provisions of this Section 2.10(d) shall

not apply to or affect the 2026 Incremental Revolving Commitments.

Section 2.11            Payments

Generally; Pro Rata Treatment; Sharing of Setoffs.

(a)            Each

Loan Party shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal of Loans,

LC Disbursements, interest or fees, or of amounts payable under Section 3.5, 3.6, 3.7 or 10.3, or otherwise) prior to 2:00 p.m.,

New York City time (or, in the case of Swingline Loans, 3:00 p.m., New York City time), on the date when due, in immediately available

funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent,

be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall

be made to the Administrative Agent at its office at 1301 Avenue of the Americas, New York, New York, or such other office as to which

the Administrative Agent may notify the other parties hereto, except payments to be made to the Issuing Bank or the Swingline Lender as

expressly provided herein and except that payments pursuant to Sections 3.5, 3.6, 3.7 and 10.3 shall be made directly to the Persons entitled

thereto and payments made pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall

distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt

thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next

succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.

All payments hereunder shall be made in Dollars.

(b)            If

at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal of Loans,

unreimbursed LC Disbursements, interest, fees and commissions then due hereunder (after giving effect to all applicable grace periods

and/or cure periods, if any), such funds shall be applied (in each case, subject to the terms of any Intercreditor Agreement which is

then in effect) (i) first, towards payment of interest, fees and commissions then due hereunder ratably among the parties entitled

thereto in accordance with the amounts of interest, fees and commissions then due to such parties and (ii) second, towards payment

of principal of Loans and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with

the amounts of principal of Loans and unreimbursed LC Disbursements then due to such parties.

any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of, or interest

on, any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater

proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon

than the proportion received by any other applicable Lender, then the applicable Lender receiving such greater proportion shall purchase

(for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other applicable Lenders

to the extent necessary so that the benefit of all such payments shall be shared by the applicable Lenders ratably in accordance with

the aggregate amount of principal of, and accrued interest on, their respective Loans and participations in LC Disbursements and Swingline

Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto

is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest,

and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in

accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale

of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower

or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party consents to the foregoing

and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing

arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if

such Lender were a direct creditor of such Loan Party in the amount of such participation. This Section 2.11(c) shall not apply

to any action taken by CoBank with respect to any CoBank Equities held by the Borrower. For purposes of clause (iii) of the definition

of “Excluded Taxes,” a Lender that acquires a participation pursuant to this Section 2.11(c) shall be treated as

having acquired such participation on the earlier date(s) on which such Lender acquired the applicable interest(s) in the Commitment(s) or

Loan(s) (as applicable) to which such participation relates.

(d)            Unless

the Administrative Agent shall have received notice from a Loan Party prior to the date on which any payment is due to the Administrative

Agent for the account of the applicable Credit Parties hereunder that such Loan Party will not make such payment, the Administrative Agent

may assume that such Loan Party has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute

to such Credit Parties the amount due. In such event, if such Loan Party has not in fact made such payment, then each such Credit Party

severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Credit Party with interest

thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative

Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking

industry rules on interbank compensation.

(e)            If

any Credit Party shall fail to make any payment required to be made by it pursuant to Section 2.4(b) or 2.9(e), then the Administrative

Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative

Agent for the account of such Credit Party to satisfy such Credit Party’s obligations under such Sections until all such unsatisfied

obligations are fully paid.

Section 2.12            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

shall cease to accrue on the unfunded portion of any Revolving Commitment of such Defaulting Lender pursuant to Section 3.3(a);

(b)            the

Commitments and Total Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, the Required

Lenders, the Majority Facility Lenders, Required Revolving Lenders, or any other group of Lenders have taken or may take any action hereunder

(including any consent to any amendment or waiver pursuant to Section 10.2); provided that (i) 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 (ii) any waiver, amendment or modification that would extend

or increase the Commitments of such Lender or postpone the final maturity date of any payment of principal owed to such Lender, reduce

the principal amount of any Loan owed to such Lender or any reimbursement obligation with respect to an LC Disbursement owed to such Lender,

or reduce the rate of any interest thereon owed to such Lender (other than any waiver of default interest payable pursuant to Section 3.1(b)),

shall require the consent of such Defaulting Lender;

any Swingline Exposure or LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:

(i)            all

of such Swingline Exposure and LC Exposure shall be reallocated among the non-Defaulting Lenders of

the applicable Class of Revolving Commitments in accordance with their respective Applicable Percentages of

such Class to the extent immediately after giving effect thereto, the sum of all non-Defaulting Lenders’ Revolving Credit

Exposure would not exceed the total of all non-Defaulting Lenders’ Revolving Commitments (for the avoidance of doubt, no Lender’s

Revolving Commitment shall be changed as a result of such reallocation);

(ii)            if

the reallocation described in clause (i) above cannot, or can only partially, be effected, within one Business Day following notice

by the Administrative Agent, the Borrower shall, after giving effect to any partial reallocation pursuant to clause (i) above, (A) first,

prepay such Swingline Exposure and (B) second, cash collateralize such Defaulting Lender’s LC Exposure in accordance with the

procedures set forth in Section 2.9(i) for so long as such LC Exposure is outstanding;

(iii)            to

the extent the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.12(c),

the Borrower shall not be required to pay any fees for the account of such Defaulting Lender pursuant to Section 3.3(b) with

respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv)            if

the LC Exposure of such non-Defaulting Lender is reallocated pursuant to this Section 2.12(c), then the fees payable to the Lenders

pursuant to Section 3.3(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and

(v)            the

Administrative Agent shall promptly notify the Lenders of any reallocation described in this Section 2.12(c);

(d)            so

long as any Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing

Bank shall not be required to issue, amend, extend 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 will be provided by the Borrower

in accordance with Section 2.12(c), and participating interests in any such newly issued or increased Letter of Credit or newly made

Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.12(c)(i) (and Defaulting

Lenders shall not participate therein); and

(e)            any

amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount

that would otherwise be payable to such Defaulting Lender pursuant to Section 2.11(c) but excluding Section 3.9) shall,

in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to

any applicable requirements of law, be applied at such time or times as may be reasonably determined by the Administrative Agent (i) first,

to the payment of any amounts then owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro

rata, to the payment of any amounts then owing by such Defaulting Lender to the Issuing Bank or Swingline Lender hereunder, (iii) third,

to the extent requested by the Issuing Bank or Swingline Lender, held in such account as cash collateral for future funding obligations

of the Defaulting Lender in respect of any existing or future participating interest in any Swingline Loan or Letter of Credit, (iv) fourth,

to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement,

(v) fifth, if so determined by the Administrative Agent and the Borrower, held in such account as cash collateral for future

funding obligations of the Defaulting Lender in respect of any Loans under this Agreement, (vi) sixth, to the payment of any

amounts owing to the Lenders or the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction

obtained by any Lender, Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s

breach of its obligations under this Agreement, (vii) seventh, to the payment of any amounts owing to the Borrower as a result

of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting

Lender’s breach of its obligations under this Agreement, and (viii) eighth, to such Defaulting Lender or as otherwise

directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any Loans

or reimbursement obligations in respect of LC Disbursements in respect of which a Defaulting Lender has funded its participation obligations

and (y) made at a time when the conditions set forth in Section 5.2 are satisfied, such payment shall be applied solely to prepay

the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any

Loans, or reimbursement obligations owed to, any Defaulting Lender.

Section 2.13            Incremental

Facilities.

(a)            Incremental

Loan Request. At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice

to the Administrative Agent (an “Incremental Loan Request”), request (A) one or more new commitments which may

be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans

(collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or (B) one or more increases

in the amount of the Revolving Commitments of any Class (a “Revolving Commitment Increase”) or the establishment

of one or more new revolving credit commitments (each an “Incremental Revolving Facility”; and, collectively with any

Revolving Commitment Increases, the “Incremental Revolving Commitments” and any Incremental Revolving Commitments,

collectively with any Incremental Term Commitments, the “Incremental Commitments”). Each Incremental Loan Request from

the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term

Commitments or Incremental Revolving Commitments.

(b)            Incremental

Loans. Any Incremental Term Loans or Incremental Revolving Commitments effected through the establishment of one or more new term

loans or new revolving credit commitments, as applicable, made on an Incremental Facility Closing Date (other than a Loan Increase) shall

be designated a separate Class of Incremental Term Loans or Incremental Revolving Commitments, as applicable, for all purposes of

this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including

through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.13, (i) each Incremental

Term Lender of such Class shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to

its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender

hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant

thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Commitments of any Class are effected through

the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the

satisfaction of the terms and conditions in this Section 2.13, (i) each Incremental Revolving Lender of such Class shall

make its Commitment available to the Borrower (when borrowed, an “Incremental Revolving Loan” and collectively with

any Incremental Term Loan, an “Incremental Loan”) in an amount equal to its Incremental Revolving Commitment of such

Class and (ii) each Incremental Revolving Lender of such Class shall become a Lender hereunder with respect to the Incremental

Revolving Commitment of such Class and the Incremental Revolving Loans of such Class made pursuant thereto.

Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no

existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation

to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Incremental Lender

(each such existing Lender or Additional Incremental Lender providing such Loan or Commitment, an “Incremental Term Lender”

or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”).

(d)            Effectiveness

of Incremental Amendment. The effectiveness of any Incremental Amendment and the availability of any initial credit extensions thereunder

shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following

conditions:

(i)            no

Event of Default has occurred and is continuing or would exist immediately after giving effect to such Incremental Commitments; provided

that if the proceeds of such Incremental Commitments are used to finance an Acquisition permitted by Section 7.5 or an Investment

permitted by Section 7.4, to the extent agreed to by the Incremental Lenders providing the applicable Incremental Commitments, the

requirement pursuant to this clause (i) shall be that no Event of Default under Section 8.1(a), (b), (h), or (i) has occurred

and is continuing or shall exist immediately after giving effect to such Incremental Commitments;

(ii)            the

representations and warranties of the Loan Parties and the Liberty Subsidiaries set forth in the Loan Documents shall be true and correct

in all material respects on and as of the date of such Incremental Amendment (except to the extent that such representations and warranties

relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of

such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse

Effect” shall be true and correct in all respects without further qualification); provided that customary “Sungard”

or “certain funds” conditionality shall, to the extent agreed by the Incremental Lenders providing such Incremental Commitments,

apply to any Incremental Amendment entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted

by Section 7.4; and

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(iii)            the

aggregate principal amount of Incremental Loans and Incremental Commitments shall not, together with the aggregate principal amount of

Permitted Incremental Equivalent Debt, exceed the sum of:

(A)            (1) the

greater of (i) $400,000,000 and (ii) 100% of Trailing Adjusted Operating Cash Flow, plus (2) the aggregate amount

of voluntary prepayments, redemptions, repurchases and buybacks (including open market purchases at or below par, Auction Prepayments

and payments utilizing Section 10.2(c) or any other analogous “yank-a-bank” provision (in the case of Auction Prepayments

below par, equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)) by the Borrower or any

of its Subsidiaries of (x) the Term Loans (including Incremental Term Loans), Revolving Loans and Incremental Revolving Loans, or

Permitted Incremental Equivalent Debt, in each case, secured on a basis that is equal in priority to the Liens securing the First Lien

Obligations under this Agreement and (y) any other Term Loans (including Incremental Term Loans), Revolving Loans and Incremental

Revolving Loans, or Permitted Incremental Equivalent Debt originally incurred under this clause (A), in each case of this clause (2),

to the extent not funded with the proceeds of long-term Indebtedness (other than Revolving Loans or loans under any other revolving facility)

or a Specified Equity Contribution resulting from the application of Section 8.2; provided that if such prepaid Indebtedness

consists of revolving Indebtedness such prepayment shall be accompanied by a corresponding permanent reduction in the commitments in respect

of such revolving Indebtedness (this clause (A), the “Fixed Dollar Incremental Amount”), plus

(B)            an

unlimited amount, so long as in the case of this clause (B) only (this clause (B), the “Incurrence-Based Incremental Amount”),

(x) in the case of Incremental Loans or Incremental Commitments secured by a Lien on any of the Collateral on an equal priority basis

or senior priority basis with the Liens securing the First Lien Obligations or secured by assets of the Borrower and the Subsidiaries

that are not Collateral, the First Lien Leverage Ratio, calculated on a Pro Forma Basis, does not exceed 4.00 to 1.00, (y) in the

case of Incremental Loans or Incremental Commitments secured by a Lien on any of the Collateral on a basis that is junior in priority

to the Liens on the Collateral securing the First Lien Obligations under this Agreement, the Secured Leverage Ratio, calculated on a Pro

Forma Basis, does not exceed 4.50 to 1.00 and (z) in the case of Incremental Loans or Incremental Commitments that are unsecured,

the Total Leverage Ratio, calculated on a Pro Forma Basis, does not exceed 6.50 to 1.00;

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provided that any calculation

of the First Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio shall be calculated in accordance with Section 1.6

(assuming in the case of any Incremental Revolving Commitments, a full drawing of such Revolving Commitments) and including a pro forma

application of the net proceeds therefrom, as if the additional Indebtedness incurred pursuant to clause (B) had been incurred and

the application of the proceeds therefrom has occurred at the beginning of the applicable period, but without netting the cash proceeds

from such additional Indebtedness; provided, however, that if amounts incurred under clause (B) are incurred concurrently

with, or in a single transaction or series of related transactions with, the incurrence of Incremental Loans, Incremental Commitments

or Permitted Incremental Equivalent Debt (in each case, including any unused commitments obtained) in reliance on clause (A) above,

the First Lien Leverage Ratio, the Secured Leverage Ratio, or the Total Leverage Ratio, as the case may be, shall be calculated without

giving effect to such amounts incurred (or commitments obtained) in reliance on the foregoing clause (A); provided further, for

the avoidance of doubt, to the extent the proceeds of any Incremental Loans are being utilized to repay Indebtedness (including any repayment,

repurchase or refinancing of Indebtedness for which an irrevocable notice of repayment (or similar notice of repayment) has been delivered),

such calculations shall give Pro Forma Effect to such repayments (the amount available under clauses (A) and (B), the “Available

Incremental Amount”). The Borrower may elect to use clause (B) of the Available Incremental Amount regardless of whether

the Borrower has capacity under clause (A) of the Available Incremental Amount. Further, the Borrower may elect to use clause (B) of

the Available Incremental Amount prior to using clause (A) of the Available Incremental Amount, and if both clause (B) and clause

(A) of the Available Incremental Amount are available and the Borrower does not make an election, then the Borrower will be deemed

to have elected to use clause (B) of the Available Incremental Amount. The Borrower may elect by written notice to the Administrative

Agent to reclassify any portion of any Incremental Commitments or Incremental Loans initially incurred in reliance on clause (A) of

the Available Incremental Amount as incurred under clause (B) of the Available Incremental Amount if the Borrower meets the applicable

leverage ratio under clause (B) of the Available Incremental Amount at such time on a Pro Forma Basis.

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(e)            Required

Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving

Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the

Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the

extent not identical to the Term A Loans or the Existing Revolving Facility, as applicable, existing on the Incremental Facility Closing

Date, shall be on then “market” terms for such Incremental Term Commitments or the Incremental Revolving Loans, as applicable

(as determined by the Borrower in good faith); provided, that in the case of a Term Loan Increase or a Revolving Commitment Increase,

the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with

respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the

interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing

Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans

or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:

(i)            the

Incremental Term Loans:

(A)            shall

rank equal in priority in right of payment with the First Lien Obligations under this Agreement, (v) shall either rank equal or junior

in priority in right of security to the First Lien Obligations under this Agreement or be unsecured, in each case as applicable pursuant

to clause (d)(iii) above, (w) if secured by Liens that rank junior in priority in right of security to the Liens that secure

the First Lien Obligations under this Agreement or unsecured, such Incremental Term Loans shall be established as a separate Class, (x) if

secured by Liens that rank junior in priority in right of security to the Liens that secure the First Lien Obligations under this Agreement,

such Incremental Term Loans shall be subject to an Intercreditor Agreement, (y) shall not be secured by a Lien on any assets not

constituting Collateral and (z) shall not have any obligors other than the Loan Parties,

(B)            shall

not mature earlier than the Term A Maturity Date;

have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term A Loans on the date

of incurrence of such Incremental Term Loans,

(D)            subject

to clause (i)(C) above and clause (ii) below, respectively, shall have amortization and an Applicable Margin determined by the

Borrower and the applicable Incremental Term Lenders,

(E)            may

participate (x) with respect to any voluntary prepayments, on a pro rata basis, less than a pro rata basis or greater than a pro

rata basis with the Term A Loans hereunder and any other then-existing Class of Term Loans and (y) with respect to any mandatory

prepayments, on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) with the Term A Loans hereunder

and any other then-existing Class of Term Loans (or if such Incremental Term Loans are subordinated in right of security to the First

Lien Obligations under this Agreement, on a junior basis to), and

(F)            shall

be denominated in Dollars; provided that clauses (B) and (C) above shall not apply to Incremental Term Loans incurred in the

form of a bridge or other facility intended to be refinanced with long term indebtedness so long as, subject only to customary conditions

the failure of which to be satisfied would otherwise result in an Event of Default, it would either be automatically converted into or

required to be exchanged for permanent financing;

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(ii)            the

Incremental Revolving Commitments and Incremental Revolving Loans:

(A)            shall

rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (x) shall either rank equal or

junior in priority of right of security with the First Lien Obligations under this Agreement or be unsecured, in each case as applicable

pursuant to clause (d)(iii) above, and, if applicable, shall be subject to an Intercreditor Agreement, (y) shall not be secured

by a Lien on any assets not constituting Collateral and (z) shall not have any obligors other than the Loan Parties,

(B)            shall

not mature earlier than the Existing Revolving Facility Maturity Date or

the 2026 Incremental Revolving Facility Maturity Date, and shall not be subject to amortization or any mandatory commitment reductions,

provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving

Commitments (and related outstanding Incremental Revolving Loans), (2) repayments required upon the Maturity Date of any Revolving

Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection

with a permanent repayment and termination of Commitments (subject to clause (E) below)) of Revolving Loans with respect to Incremental

Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other outstanding

Revolving Commitments existing on such Incremental Facility Closing Date,

(D)            subject

to the provisions of Sections 2.9(j) and 2.10(d) in connection with Letters of Credit and Swingline Loans, respectively, which

mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall

provide that (x) all Swingline Loans and Letters of Credit denominated in Dollars shall be participated on a pro rata basis by each

Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility

Closing Date (and except as provided in Sections 2.9(j) and 2.10(d)), without giving effect to changes thereto on an earlier Maturity

Date with respect to Letters of Credit and Swingline Loans theretofore issued or incurred,

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(E)            shall

provide that the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after

the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis (but not a greater than

pro rata basis) with all other Revolving Commitments existing on such Incremental Facility Closing Date, except that the Borrower shall

be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro

rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with

any refinancing thereof,

(F)            shall

provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by

the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Facility

Closing Date,

(G)            shall

provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments

from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time

shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which

have more than three different Maturity Dates unless otherwise agreed to by the Administrative Agent,

(H)            shall

have an Applicable Margin determined by the Borrower and the applicable Incremental Revolving Lenders, and

(I)            shall

be denominated in Dollars;

105

(iii)            the

amortization schedule applicable to any Incremental Term Loans and the Effective Yield applicable to the Incremental Term Loans of each

Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental

Amendment; provided, however, that with respect to any Incremental Term Loans made within six months following the Amendment

Effective Date in the form of broadly syndicated term loans that are secured by Liens on a basis that is equal in priority to the Liens

securing the First Lien Obligations under this Agreement, the Effective Yield applicable to such Incremental Term Loans shall not be greater

than the applicable Effective Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with

respect to Term A Loans plus 50 basis points per annum unless the Applicable Margin with respect to the Term A Loans is increased

so as to cause the then applicable Effective Yield under this Agreement on the Term A Loans to be equal to the Effective Yield then applicable

to the Incremental Term Loans minus 50 basis points per annum. Notwithstanding anything to the contrary herein contained, no amendment,

modification or waiver of any provision of this Agreement which would reduce the amount of any payment required as a result of the operation

of this clause (iii) with respect to the Term A Loans shall be

permitted without the written consent of Majority Facility Lenders with respect to the Term A Loan Commitments and the Term A Loans, and

this clause (iii) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with

respect to the Term A Loan Commitments and the Term A Loans; andprovided,

further, that with respect to any Incremental Term Loans made within six months following the Amendment No. 1 Funding Date in the

form of broadly syndicated term loans that are secured by Liens on a basis that is equal in priority to the Liens securing the First Lien

Obligations under this Agreement, the Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable

Effective Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to 2026 Incremental

Term A-1 Loans plus 50 basis points per annum unless the Applicable Margin with respect to the 2026 Incremental Term A-1 Loans is increased

so as to cause the then applicable Effective Yield under this Agreement on the 2026 Incremental Term A-1 Loans to be equal to the Effective

Yield then applicable to the Incremental Term Loans minus 50 basis points per annum. Notwithstanding anything to the contrary herein contained,

no amendment, modification or waiver of any provision of this Agreement which would reduce the amount of any payment required as a result

of the operation of this clause (iii) with respect to the 2026 Incremental Term A-1 Loans shall be permitted without the written

consent of Majority Facility Lenders with respect to the 2026 Incremental Term A-1 Loan Commitments and the 2026 Incremental Term A-1

Loans, and this clause (iii) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders

with respect to the 2026 Incremental Term A-1 Loan Commitments and the 2026 Incremental Term A-1 Loans; provided, further, that with respect

to any Incremental Term Loans made within six months following the Amendment No. 1 Effective Date in the form of broadly syndicated

term loans that are secured by Liens on a basis that is equal in priority to the Liens securing the First Lien Obligations under this

Agreement, the Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable Effective Yield payable

pursuant to the terms of this Agreement as amended through the date of such calculation with respect to 2026 Incremental Term A-2 Loans

plus 50 basis points per annum unless the Applicable Margin with respect to the 2026 Incremental Term A-2 Loans is increased so as to

cause the then applicable Effective Yield under this Agreement on the 2026 Incremental Term A-2 Loans to be equal to the Effective Yield

then applicable to the Incremental Term Loans minus 50 basis points per annum. Notwithstanding anything to the contrary herein contained,

no amendment, modification or waiver of any provision of this Agreement which would reduce the amount of any payment required as a result

of the operation of this clause (iii) with respect to the Incremental Term A-2 Loans shall be permitted without the written consent

of Majority Facility Lenders with respect to the 2026 Incremental Term A-2 Loan Commitments and the 2026 Incremental Term A-2 Loans, and

this clause (iii) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with

respect to the 2026 Incremental Term A-2 Loan Commitments and the 2026 Incremental Term A-2 Loans; and

106

(iv)            Incremental

Commitments may be obtained in a minimum amount of $25,000,000 and in integral multiples of $1,000,000 in excess thereof.

(f)            Incremental

Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Commitments shall become Commitments (or in

the case of an Incremental Revolving Commitment to be provided by an existing Revolving Lender, an increase in such Lender’s applicable

Revolving Commitment), under this Agreement pursuant to an amendment (which in the case of a Revolving Commitment Increase may take the

form of a Revolving Increase Supplement) (an “Incremental Amendment”) to this Agreement and, as appropriate, the other

Loan Documents, executed by the Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent.

The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement

and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower,

to effect the provisions of this Section 2.13. In connection with any Incremental Amendment, the Borrower shall, if reasonably requested

by the Administrative Agent, deliver (i) customary legal opinions, board resolutions and officers’ certificates consistent

with those delivered on the Amendment Effective Date other than changes to such legal opinions resulting from a change in law, change

in fact or change to counsels’ forms of opinions reasonably satisfactory to the Administrative Agent, and (ii) reaffirmation

agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure

that such Incremental Loans are provided with the benefit of the applicable Loan Documents. The Borrower will use the proceeds (if any)

of the Incremental Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Commitments

or Incremental Loans unless it so agrees.

(g)            Reallocation

of Revolving Loans. Upon any Incremental Facility Closing Date on which Incremental Revolving Commitments are effected through an

increase in the Revolving Commitments with respect to any existing Class of Revolving Commitments pursuant to this Section 2.13,

(i) each of the Revolving Lenders holding Commitments of such Class shall assign to each of the Incremental Revolving Lenders,

and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof, such

interests in the Revolving Loans outstanding on such Incremental Facility Closing Date as shall be necessary in order that, after giving

effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving

Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments

to the Revolving Commitments, (ii) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment

and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (iii) each Incremental Revolving Lender shall

become a Lender with respect to the Incremental Revolving Commitments and all matters relating thereto. The Administrative Agent and the

Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.2(c) and 2.7(f) of this Agreement

shall not apply to the transactions effected pursuant to the immediately preceding sentence.

107

(h)            This

Section 2.13 shall supersede any provisions in Section 2.11 or 10.2 to the contrary. For the avoidance of doubt, except as expressly

provided in this Section 2.13, any of the provisions of this Section 2.13 may be amended with the consent of the Required Lenders.

Section 2.14            Refinancing

Amendments.

(a)            At

any time after the Amendment Effective Date, the Borrower may obtain Credit Agreement Refinancing Debt from any Additional Refinancing

Lender, in each case pursuant to a Refinancing Amendment.

(b)            The

effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth

in Section 5.2 and, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of (i) customary

legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Amendment Effective Date other

than changes to such legal opinions resulting from a change in law, change in fact or change to counsels’ forms of opinions reasonably

satisfactory to the Administrative Agent, and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may

be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the

benefit of the applicable Loan Documents.

issuance of Credit Agreement Refinancing Debt shall be in an aggregate principal amount that is (x) not less than $25,000,000, and

(y) an integral multiple of $1,000,000 in excess thereof.

(d)            Each

of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment,

without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms

of the Credit Agreement Refinancing Debt incurred pursuant thereto, and (ii) effect such other amendments to this Agreement and the

other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect

the provisions of this Section 2.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any

such Refinancing Amendment. Unless the Swingline Lender enters into the Refinancing Amendment for a Refinancing Revolving Commitment,

the Swingline Termination Date will not be extended to reflect the Refinancing Revolving Commitments in such Facility, the Revolving Lenders

with such Refinancing Revolving Commitments shall not participate in Swingline Loans, and the use of the terms “Revolving Commitments”

and “Revolving Loans” in connection with the provisions of this Agreement governing Swingline Loans shall be deemed to exclude

such Refinancing Revolving Commitments and Refinancing Revolving Loans. Unless the Issuing Bank enters into the Refinancing Amendment

for a Refinancing Revolving Commitment, the LC Termination Date will not be extended to reflect the Refinancing Revolving Commitments

in such Facility, the Revolving Lenders with such Refinancing Revolving Commitments shall not participate in Letters of Credit, and the

use of the terms “Revolving Commitments” and “Revolving Loans” in connection with the provisions of this Agreement

governing Letters of Credit shall be deemed to exclude such Refinancing Revolving Commitments and Refinancing Revolving Loans.

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This Section 2.14 shall

supersede any provisions in Section 2.11 or 10.2 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.14

may be amended with the consent of the Required Lenders.

Section 2.15            Extensions

of Term Loans and Revolving Commitments.

(a)            Notwithstanding

anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time

to time by the Borrower to all Lenders of Term Loans with a like Maturity Date or Revolving Commitments with a like Maturity Date, in

each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Commitments

with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Borrower may from time to time offer to

extend the maturity date of any Term Loans and/or Revolving Commitments and otherwise modify the terms of such Term Loans and/or such

Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by changing the interest rate

or fees payable in respect of such Term Loans and/or such Revolving Commitments (and related outstandings) and/or modifying the amortization

schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Commitments,

as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Commitments (in each case not

so extended), being a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of

Term Loans from which they were converted, and any Extended Revolving Commitments shall constitute a separate Class of Revolving

Commitments from the Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied:

(i) no Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders, (ii) except

as to pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and final maturity, the Revolving Commitment

of any Revolving Lender (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended

Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case

may be) with the same terms (unless otherwise agreed by the Revolving Lenders and the Extending Revolving Lenders) as the applicable original

Revolving Commitments (and related outstandings); provided that at no time shall there be Revolving Commitments hereunder (including

Extended Revolving Commitments and any original Revolving Commitments) which have more than three different Maturity Dates, (iii) except

as to pricing (including interest rate margin, rate floors, fees, premiums and funding discounts), amortization, final maturity date,

required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and

(vi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender (an “Extending

Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall be not materially more favorable,

taken as a whole, including with respect to covenants and events of default, to the Extending Term Lender, in the good faith determination

of the Borrower and the Administrative Agent, as the Class of Term Loans subject to such Extension Offer (except for covenants or

other provisions applicable only to periods after the Latest Maturity Date immediately prior to the time of such extension), (iv) the

final maturity date of any Extended Term Loans shall be no earlier than the Existing Revolving Facility Maturity Date or

the 2026 Incremental Revolving Facility Maturity Date, (v) the Weighted Average Life to Maturity of any Extended Term Loans

shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vi) any Extended Term

Loans and Extended Revolving Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata

basis) in any mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if

the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) or applicable Revolving Commitments, as

the case may be, in respect of which applicable Term Lenders or applicable Revolving Lenders, as the case may be, shall have accepted

the relevant Extension Offer (as hereinafter provided) shall exceed the maximum aggregate principal amount of applicable Term Loans or

applicable Revolving Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the

applicable Term Loans or applicable Revolving Loans, as the case may be, of the applicable Term Lenders or applicable Revolving Lenders,

as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual

holdings of record) with respect to which such Term Lenders or such Revolving Lenders, as the case may be, have accepted such Extension

Offer (as hereinafter provided), (viii) any Extended Term Loans and Extended Revolving Loans may be secured by the Collateral securing

the Loans being extended thereby and with the same priority as the Loans being extended thereby, (ix) all documentation in respect

of such Extension shall be consistent with the foregoing, and (x) any applicable Minimum Extension Condition shall be satisfied unless

waived by the Borrower. Following any such Extension Offer, the Administrative Agent shall notify the applicable Lenders thereof, each

of whom shall, in its sole discretion, determine whether or not to accept such Extension Offer.

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(b)            With

respect to all Extensions accepted by the relevant Lenders and consummated by the Borrower pursuant to this Section 2.15, (i) such

Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.6 or 2.7, and (ii) no

Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election

specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to

be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower)

of Term Loans or Revolving Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent and the

Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.15 (including, for the avoidance

of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Commitments on such

terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including,

without limitation, Sections 2.6, 2.7 and 2.11) or any other Loan Document that may otherwise prohibit any such Extension or any other

transaction contemplated by this Section 2.15.

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Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents

with the Borrower as may be necessary in order to establish new Classes or sub-Classes in respect of Revolving Commitments or Term Loans

so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and

the Borrower in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.15.

Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence

of the Required Lenders with respect to any matter contemplated by this Section 2.15(c) and, if the Administrative Agent seeks

such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions

actually received by the Administrative Agent from Required Lenders and shall also be entitled to refrain from entering into such amendments

with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or

not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the

Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection

with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend)

any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest

Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).

(d)            In

connection with any Extension, the Borrower shall provide the Administrative Agent at least fifteen (15) Business Days’ (or such

shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any,

as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this

Section 2.15.

(e)            Notwithstanding

the foregoing provisions of this Section 2.15 and, for the avoidance of doubt, no Lender shall have such Lender’s Commitment

or Loans extended without the written consent of such Lender. Unless the Swingline Lender enters into the Extension Amendment for an Extended

Revolving Commitment, the Swingline Termination Date will not be extended to reflect the Extended Revolving Commitments in such Facility,

the Extending Revolving Lenders with such Extended Revolving Commitments shall not participate in Swingline Loans, and the use of the

terms “Revolving Commitments” and “Revolving Loans” in connection with the provisions of this Agreement governing

Swingline Loans shall be deemed to exclude such Extended Revolving Commitments and Extended Revolving Loans. Unless the Issuing Bank enters

into the Extension Amendment for an Extended Revolving Commitment, the LC Termination Date will not be extended to reflect the Extended

Revolving Commitments in such Facility, the Extending Revolving Lenders with such Extended Revolving Commitments shall not participate

in Letters of Credit, and the use of the terms “Revolving Commitments” and “Revolving Loans” in connection with

the provisions of this Agreement governing Letters of Credit shall be deemed to exclude such Extended Revolving Commitments and Extended

Revolving Loans.

(f)            This

Section 2.15 shall supersede any provisions in Section 2.11 or 10.2 to the contrary. For the avoidance of doubt, any of the

provisions of this Section 2.15 may be amended with the consent of the Required Lenders.

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Section 2.16            MIRE

Events.

Notwithstanding anything to

the contrary contained herein, the Borrower and each Subsidiary Guarantor acknowledges and agrees that, if there is any Real Property

subject to a Mortgage, any increase, extension or renewal of any of the Commitments or Loans (including the provision of Incremental Term

Loans or any other incremental credit facilities hereunder, but excluding (i) any continuation or conversion of borrowings, (ii) the

making of any Revolving Loans or Swingline Loans or (iii) the issuance or extension of Letters of Credit) shall be subject to (and

conditioned upon): (1) the prior delivery of all flood hazard determination certifications (to the extent that existing certifications

may not be relied upon), acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Real

Property as required by Flood Insurance Laws and as otherwise reasonably required by the Administrative Agent (collectively, the “Flood

Insurance Information”), which Flood Insurance Information shall be delivered by the Administrative Agent to each Lender within

five (5) Business Days after the Administrative Agent’s receipt thereof, (2) the Administrative Agent shall have made

available to each Lender all Flood Insurance Information no less than ten (10) Business Days prior to the effectiveness of such increase

or extension, as the case may be, and (3) the Administrative Agent shall not have received written notice from any Lender within

five (5) Business Days thereafter that such Lender has not been delivered sufficient information to have completed its flood insurance

due diligence and flood insurance compliance with respect thereto.

ARTICLE 3

INTEREST, FEES, YIELD PROTECTION, ETC.

Section 3.1            Interest.

(a)            The

Existing Revolving Loans and 2026 Incremental Revolving Loans comprising

each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. The Existing Revolving Loans comprising

each SOFR Borrowing shall bear interest at Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin (for the avoidance of doubt, any 2026 Incremental Revolving Loans shall bear

interest by reference to the Alternate Base Rate). The Loans comprising each Swingline Loan Borrowing shall bear interest at the

Alternate Base Rate plus the Applicable Margin for the Swingline Interest Period in effect for such Borrowing. The Term A Loans,

2026 Incremental Term A-1 Loans and 2026 Incremental Term A-2 Loans comprising each ABR Borrowing shall bear interest at a rate

per annum equal to (i) the Applicable Margin plus (ii) the Alternate Base Rate. The Term A Loans,

2026 Incremental Term A-1 Loans and 2026 Incremental Term A-2 Loans comprising each SOFR Borrowing shall bear interest at a rate

per annum equal to (i) the Applicable Margin plus (ii) Term SOFR. Each Incremental Term Loan, Refinancing Revolving Loan, Refinancing

Term Loan, Extended Revolving Loan and Extended Term Loan shall bear interest at the rate set forth in the applicable Facility Amendment.

(b)            Notwithstanding

the foregoing, if any principal of or interest on any Loan, any reimbursement obligation in respect of any LC Disbursement or any fee

or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such

overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable

to such Loan as provided in the preceding paragraph of this Section 3.1 or in the case of any other overdue monetary amount, 2% plus

the rate applicable to ABR Borrowings as provided in the preceding paragraph of this Section 3.1.

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interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest

accrued pursuant to paragraph (b) of this Section 3.1 shall be payable on demand, (ii) in the event of any repayment or

prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment,

and (iii) in the event of any conversion of any SOFR Loan prior to the end of the current Interest Period therefor, accrued interest

on such Loan shall be payable on the effective date of such conversion.

(d)            All

interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base

Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days

in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last

day). The applicable Alternate Base Rate and the applicable Term SOFR shall be determined by the Administrative Agent, and such determination

shall be conclusive absent demonstrable error.

Section 3.2            Interest

Elections.

(a)            Each

Borrowing initially shall be of the Type specified in the applicable Borrowing Request or designated by Section 2.3 and, in the case

of a SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or designated by Section 2.3. Thereafter,

the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a SOFR Borrowing,

may elect Interest Periods therefor, all as provided in this Section 3.2. The Borrower may elect different options with respect to

different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the applicable Lenders

holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This

Section 3.2 shall not apply to Swingline Loan Borrowings, which may not be converted or continued. Upon any such conversion, the

Borrower shall also pay accrued interest on the amount so converted.

(b)            To

make an election pursuant to this Section 3.2, the Borrower shall notify the Administrative Agent of such election by telephone or

e-mail by the time that a Borrowing Request would be required under Section 2.3 if the Borrower were requesting a Borrowing of the

Type resulting from such election to be made on the effective date of such election. Each such telephonic or e-mail Interest Election

Request shall be irrevocable and shall be confirmed by no later than 3:00 p.m., New York City time, on the date of such request by hand

delivery, e-mail or facsimile to the Administrative Agent of a copy of a written Interest Election Request signed by the Borrower.

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telephonic, e-mail and written Interest Election Request shall specify the following information:

(i)            the

Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions

thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses

(iii) and (iv) of this paragraph shall be specified for each resulting Borrowing);

(ii)            the

effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)            whether

the resulting Borrowing is to be an ABR Borrowing or a SOFR Borrowing; and

(iv)            if

the resulting Borrowing is a SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which

shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request

requests a SOFR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period

of one month’s duration.

(d)            Promptly

following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof

and of such Lender’s portion of each resulting Borrowing.

(e)            If

the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period

applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period, such Borrowing shall

be converted to a SOFR Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default

has occurred and is continuing and the Administrative Agent, at the request of the Lenders holding more than 50% of the Total Credit Exposure

of all Classes affected thereby, taken as a whole, so notifies the Borrower, then, with respect to each such Class, so long as an Event

of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless

repaid, each SOFR Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 3.3            Fees.

(a)            The

Borrower agrees to pay to the Administrative Agent for the account of each Lender having a Revolving Commitment under the Existing Revolving

Facility or the 2026 Incremental Revolving Facility, a commitment fee, which shall accrue at a rate per annum equal to the Commitment

Fee Rate on the daily amount of such unused Revolving Commitment (provided that Swingline Loans shall not be deemed to be a use of the

Revolving Commitments for the purpose of the calculation of such commitment fee) during the period from and including (i) in

the case of the Existing Revolving Facility, the Amendment Effective Date and

(ii) in the case of the 2026 Incremental Revolving Facility, the Amendment No. 1 Funding Date, in each case, to but excluding

the date on which such Revolving Commitment terminates (it being understood that LC Exposure constitutes a use of the Revolving Commitment).

Accrued commitment fees and undrawn fees shall be payable in arrears on the last day of March, June, September and December of

each year, each date on which the applicable Commitments are permanently reduced and on the date on which the applicable Commitments terminate,

commencing on the first such date to occur after the Amendment Effective Date or

the Amendment No. 1 Funding Date, as applicable. All commitment fees and undrawn fees shall be computed on the basis of a

year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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(b)            The

Borrower agrees to pay to (i) the Administrative Agent for the account of (A) each

Revolving Lender under the Existing Revolving Facility a participation

fee with respect to its participations in Letters of Credit, and

(B) the Revolving Lender under the 2026 Incremental Revolving Facility a participation fee with respect to the Letters of Credit

outstanding pursuant to the 2026 Incremental Revolving Facility (which may be allocated by the Revolving Lender under the 2026 Incremental

Revolving Facility to participants in the 2026 Incremental Revolving Facility), in each case which shall accrue at rate per annum

equal to the Applicable Margin (with respect to SOFR Borrowings) on the daily amount of such Lender’s LC Exposure (excluding any

portion thereof attributable to unreimbursed LC Disbursements) under the

applicable Revolving Facility during the period from and including (A) in

the case of the Existing Revolving Facility, the Amendment Effective Date and

(B) in the case of the 2026 Incremental Revolving Facility, the Amendment No. 1 Funding Date, to but excluding the later

of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure

and (ii) to theeach

Issuing Bank for its own account a fronting fee, which shall accrue at a rate per annum equal to 0.125% on the daily amount of the LC

Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Letter of Credit during the

period from and including (i) with respect to the Existing Revolving

Facility, the Amendment Effective Date and (ii) with respect

to the 2026 Incremental Revolving Commitments, the Amendment No. 1 Funding Date, to but excluding the later of the date of

termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as the Issuing Bank’s

standard fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Accrued

participation fees and fronting fees shall be payable in arrears on the last day of March, June, September and December of each

year, commencing on the first such date to occur after the Amendment Effective Date or

Amendment No. 1 Funding Date, as applicable; provided that all such fees shall be payable on the date on which the

Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable

on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten days after demand. All participation

fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed

(including the first day but excluding the last day).

Borrower agrees to pay to each Credit Party, for its own account, the fees and other amounts payable in connection herewith in the amounts

and at the times separately agreed upon between the Borrower and such Credit Party.

(d)            All

fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds to the Administrative Agent for

distribution, in the case of commitment fees, undrawn fees, and participation fees, to the Lenders. Fees paid hereunder shall not be refundable

under any circumstances.

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Section 3.4            Inability

to Determine Rates.

Subject to Section 3.10,

if, on or prior to the first day of any Interest Period for any SOFR Loan:

(a)            the

Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be determined

pursuant to the definition thereof, or;

(b)            the

Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation

thereof that Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the

cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative

Agent;

then, in each case, the Administrative Agent will

promptly so notify the Borrower and each Lender.

Upon notice thereof by the Administrative

Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert

ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative

Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the

Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected

SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request

for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be

deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall

also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.6. Subject

to Section 3.10, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error)

that Term SOFR cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined

by the Administrative Agent without reference to clause (c) of the definition of “ABR” until the Administrative Agent

revokes such determination.

Section 3.5            Increased

Costs; Illegality.

(a)            If

any Change in Law shall:

(i)            subject

any Lender to any Tax of any kind whatsoever with respect to this Agreement, any SOFR Loans made by such Credit Party or any Letter of

Credit or participations therein (other than any Indemnified Taxes, Excluded Taxes or Other Taxes);

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(ii)            impose,

modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits

with or for the account of, or credit extended by, any Credit Party; or

(iii)            impose

on any Credit Party any other condition, cost or expense (other than with respect to Taxes) affecting this Agreement, any SOFR Loans made

by such Credit Party or any Letter of Credit or participations therein,

and the result of any of the foregoing shall be

to increase the cost to such Credit Party, by an amount which such Credit Party reasonably deems to be material, of making or maintaining

any SOFR Loan or the cost to such Credit Party, by an amount which such Credit Party reasonably deems to be material, of issuing, participating

in or maintaining any Letter of Credit hereunder or to increase the cost to such Credit Party or to reduce the amount of any sum received

or receivable by such Credit Party, by an amount which such Credit Party reasonably deems to be material, hereunder (whether of principal,

interest or otherwise), then the Borrower will pay to such Credit Party such additional amount or amounts as will compensate such Credit

Party for such additional costs incurred or reduction suffered.

(b)            If

any Credit Party determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing

the rate of return on such Credit Party’s capital or on the capital of such Credit Party’s holding company, if any, as a consequence

of this Agreement or the Loans made, the Letters of Credit issued or the participations therein held, by such Credit Party to a level

below that which such Credit Party or such Credit Party’s holding company could have achieved but for such Change in Law (taking

into consideration such Credit Party’s policies and the policies of such Credit Party’s holding company with respect to liquidity

or capital adequacy), by an amount reasonably deemed by such Credit Party to be material, then from time to time the Borrower will pay

to such Credit Party such additional amount or amounts as will compensate such Credit Party or such Credit Party’s holding company

for any such reduction suffered.

certificate of a Credit Party setting forth in reasonable detail the calculation of the amount or amounts necessary to compensate such

Credit Party or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section 3.5 shall be delivered

to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Credit Party the amount shown as due on any

such certificate within 10 Business Days after receipt thereof.

(d)            Failure

or delay on the part of any Credit Party to demand compensation pursuant to this Section 3.5 shall not constitute a waiver of such

Credit Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Credit

Party pursuant to this Section 3.5 for any increased costs or reductions incurred more than 180 days prior to the date that such

Credit Party notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Credit Party’s

intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs

or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect

thereof.

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(e)            Notwithstanding

any other provision of this Agreement, if, after the Amendment Effective Date any Change in Law shall make it unlawful for any Lender

to make or maintain any SOFR Loan or to give effect to its obligations as contemplated hereby with respect to any SOFR Loan, then, by

written notice to the Borrower and to the Administrative Agent:

(i)            such

Lender may declare that SOFR Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be

continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into SOFR Loans, whereupon

any request for a SOFR Borrowing or to convert an ABR Borrowing to a SOFR Borrowing or to continue a SOFR Borrowing, as applicable, for

an additional Interest Period shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan

as such for an additional Interest Period or to convert a SOFR Loan into an ABR Loan, as applicable), unless such declaration shall be

subsequently withdrawn; and

(ii)            such

Lender may require that all outstanding SOFR Loans made by it be converted to ABR Loans, in which event all such SOFR Loans shall be automatically

converted to ABR Loans, as of the effective date of such notice as provided in the last sentence of this paragraph.

In the event any Lender shall exercise its rights

under (i) or (ii) of this paragraph, all payments and prepayments of principal that would otherwise have been applied to repay

the SOFR Loans that would have been made by such Lender or the converted SOFR Loans of such Lender shall instead be applied to repay the

ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such SOFR Loans, as applicable. For purposes of this paragraph,

a notice to the Borrower by any Lender shall be effective as to each SOFR Loan made by such Lender, if lawful, on the last day of the

Interest Period currently applicable to such SOFR Loan; in all other cases such notice shall be effective on the date of receipt by the

Borrower.

Section 3.6            Break

Funding Payments.

In the event of (a) the

payment of any principal of any SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result

of an Event of Default), (b) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto

(including as a result of an Event of Default) or (c) the failure to borrow, convert, continue or prepay any SOFR Loan on the date

specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.072.7(b) and

is revoked in accordance therewith) or (d) the assignment of any SOFR Loan of any Lender other than on the last day of the Interest

Period applicable thereto as a result of a request by the Borrower pursuant to Section 3.9, then, in any such event, the Borrower

shall compensate each applicable Lender in an amount equal to the excess, if any, of (i) the amount of interest that would have accrued

on the principal amount of such Loan had such event not occurred, at the Term SOFR Rate that would have been applicable to such Loan,

for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure

to borrow, convert or continue, for the period that would have been the Interest Period for such Loan) excluding, however, the Applicable

Margin included therein, if any, over (ii) the amount of interest (as reasonably determined by such Lender) that would accrue on

such principal amount for such period at the Term SOFR rate at the commencement of such period. A certificate of any Lender setting forth

in reasonable detail the calculations of any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.6

shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown

as due on any such certificate within 10 days after receipt thereof.

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Section 3.7            Taxes.

(a)            Any

and all payments by or on account of any obligation of any Loan Party hereunder and under any other Loan Document shall be made free and

clear of and without deduction for any Indemnified Taxes or Other Taxes, except as required by applicable law. If any applicable law (as

determined in the good faith discretion of the applicable withholding agent) requires the deduction or withholding of any Tax from any

such payment by any applicable withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding

and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and,

if such Tax is an Indemnified Tax or Other Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that,

after such deduction or withholding has been made by the applicable withholding agent, along with any such deductions and withholdings

applicable to additional sums payable under this Section 3.7, the applicable Lender (or, in the case of a payment received by the

Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no

such deduction or withholding been made.

(b)            In

addition, the Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law or at the

option of the Administrative Agent timely reimburse it for the payment of Other Taxes.

Borrower shall indemnify each Credit Party, within ten days after written demand therefor (which demand shall set forth the amount and

the reasons therefor in reasonable detail), for the full amount of any Indemnified Taxes or Other Taxes payable by such Credit Party,

including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.7, and,

in each case, any reasonable out-of-pocket expenses arising therefrom or with respect thereto, in each case, whether or not such Indemnified

Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth

the amount of such payment or liability and the reasons therefor in reasonable detail delivered to the Borrower by a Credit Party, or

by the Administrative Agent on its own behalf or on behalf of a Credit Party, shall be conclusive absent manifest error. If the Borrower

reasonably believes that Indemnified Taxes or Other Taxes were not correctly or legally asserted, the applicable Credit Party will reasonably

cooperate with the Borrower to obtain a refund of such Indemnified Taxes or Other Taxes for the benefit of the Borrower (to the extent

provided in Section 3.7(h)), provided that the Borrower shall reimburse the applicable Credit Party for reasonable out-of-pocket

expenses arising from such cooperation. Each Credit Party agrees that promptly after it receives written notice of any Indemnified Taxes

or Other Taxes imposed or asserted on it, it shall endeavor to give notice thereof to the Borrower, provided that such Credit Party shall

have no liability to the Borrower for the failure to give any such notice.

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(d)            As

soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority pursuant to this

Section 3.7, the Borrower shall deliver to the Administrative Agent a copy of a receipt issued by such Governmental Authority evidencing

such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative

Agent.

(e)            Any

Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall

deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative

Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit

such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by

the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested

by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender

is subject to backup withholding or information reporting requirements. Each Lender hereby authorizes the Administrative Agent to deliver

to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant

to this Section 3.7(e), (f) or (i). Notwithstanding any other provision of this Section 3.7, no Lender shall be required

to provide any documentation that such Lender is not legally eligible to provide.

(f)            Without

limiting the generality of the foregoing, (i) each Foreign Lender shall to the extent it is legally eligible to do so deliver to

the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall

have been purchased) (A) two properly completed and executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor

form), as applicable, claiming any applicable treaty benefits, (B) two properly completed and executed copies of IRS Form W-8ECI

(or any successor form), (C) in the case of a Foreign Lender claiming exemption from United States federal withholding Tax under

Section 881(c) of the Code with respect to payments of “portfolio interest,” (x) a certificate reasonably satisfactory

to the Borrower to the effect that such Foreign Lender is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of

the Code, (2) a “10 percent shareholder” of the Borrower (or the regarded owner of Borrower for U.S. federal income tax

purposes) within the meaning of Sections 871(h)(3)(B) and 881(c)(3)(B) of the Code, or (3) a “controlled foreign

corporation” described in Section 881(c)(3)(C) of the Code and that no payment in connection with any Loan Document is

effectively connected with such Foreign Lender’s conduct of a trade or business in the United States (a “US Tax Compliance

Certificate”), and (y) two properly completed and executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or

any successor form), as applicable, or (D) to the extent a Foreign Lender is not the beneficial owner, two properly completed and

executed copies of IRS Form W-8IMY (or any successor form), accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS

Form W-8BEN-E as applicable, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable;

provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such

Foreign Lender are claiming the portfolio interest exception, such Foreign Lender shall provide a US Tax Compliance Certificate on behalf

of such direct and indirect partner(s), and (E) on or about the date on which such Foreign Lender becomes a Lender under this Agreement

(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), properly executed copies (in

such number as shall be requested by the recipient) of any other form prescribed by applicable law as a basis for claiming exemption from

or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by

applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made, and (ii) each

Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower

and the Administrative Agent two properly completed and executed copies of IRS Form W-9, or any subsequent versions or successors

to such form, certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms referred to in clauses (i) and

(ii) shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant,

on or before the date such Participant purchases the related participation) and from time to time thereafter upon the reasonable request

of the Borrower or the Administrative Agent. In addition, each Lender and the Administrative Agent shall deliver such forms promptly upon

the expiration, obsolescence or invalidity of any form previously delivered by such Lender or Administrative Agent, respectively. Each

Lender and the Administrative Agent shall promptly notify the Borrower at any time it determines that it is legally ineligible to provide

any previously delivered certificate to the Borrower (or any other form of certification adopted by the United States taxing authorities

for such purpose).

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(g)            Each

Administrative Agent shall deliver to the Borrower, on or prior to the date on which such Administrative Agent becomes an Administrative

Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower) either (A) a properly completed

and executed IRS Form W-9 (or any successor form) or (B) a properly completed and executed IRS Form W-8IMY (or any successor

form) evidencing its agreement with the Borrower to be treated as a U.S. person (with respect to amounts received on account of any Lender)

and a properly completed and executed IRS Form W-8ECI (or any successor form) (with respect to amounts received on its own account).

Notwithstanding anything to the contrary in this Section 3.7(g), no Administrative Agent shall be required to deliver any documentation

that such Administrative Agent is not legally eligible to deliver as a result of any Change in Law after the date hereof.

(h)            If

a Credit Party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes (for the avoidance

of doubt, whether such refund has been received in cash or applied as a payment of other cash Taxes) as to which it has been indemnified

by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 3.7, it shall pay to the

Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan

Party under this Section 3.7 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Credit

Party (including any Taxes) and without interest (other than any interest paid by the relevant Governmental Authority with respect to

such refund); provided that the Loan Party, upon the request of the Credit Party, agrees to repay the amount paid over to the Loan Party

pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to

the Credit Party in the event the Credit Party is required to repay such refund to such Governmental Authority. Notwithstanding anything

to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party

pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position

than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,

withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This

paragraph shall not be construed to require the Credit Party to make available its tax returns (or any other information relating to its

taxes that it deems confidential) to the Loan Party or any other Person.

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(i)            If

a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were

to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of

the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law

and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable

law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested

by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations

under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount

to deduct and withhold from such payment. Solely for purposes of this paragraph (i), “FATCA” shall include any amendments

made to FATCA after the Amendment Effective Date.

(j)            For

purposes of this Section 3.7, the term “Lender” includes any Issuing Bank and the Swingline Lender and the term “applicable

law” includes FATCA.

Section 3.8            Mitigation

Obligations.

If any Credit Party requests

compensation under Section 3.5, or if the Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amount to

any Lender or any Governmental Authority for the account of any Credit Party pursuant to Section 3.7, then, at the request of the

Borrower, such Credit Party shall use reasonable efforts to designate a different lending office for funding or booking its Loans or Letters

of Credit (or any participation therein) hereunder or to assign its rights and obligations hereunder to another of its offices, branches

or affiliates, if, in the good faith judgment of such Credit Party, such designation or assignment (i) would eliminate or reduce

amounts payable pursuant to Section 3.5 or 3.7, as applicable, in the future and (ii) would not subject such Credit Party to

any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Credit Party. The Borrower hereby agrees

to pay all reasonable costs and out of pocket expenses incurred by any Credit Party in connection with any such designation or assignment.

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Section 3.9            Replacement

of Lenders.

If (i) any Credit Party

requests compensation under Section 3.5, or the Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amount

to any Credit Party or any Governmental Authority for the account of any Credit Party pursuant to Section 3.7, (ii) any Lender

with an unused Commitment is a Defaulting Lender, or (iii) any Lender notifies the Borrower pursuant to Section 3.5(e) that

it is unlawful for such Lender to make or maintain SOFR Loans, then the Borrower may, at its sole expense and effort, upon notice to

such Credit Party and the Administrative Agent, require such Credit Party to assign and delegate, without recourse (in accordance with

and subject to the restrictions contained in Section 10.4), all its interests, rights and obligations under this Agreement to an

assignee that shall assume such obligations (which assignee may be another Credit Party, if a Credit Party accepts such assignment);

provided that (a) the Borrower shall have received the prior written consent of the Administrative Agent (not to be unreasonably

withheld, delayed or conditioned and solely to the extent that such assignee is not then an existing Lender, an Affiliate of a then existing

Lender or an Approved Fund), and, if a Revolving Commitment is being assigned, the Issuing Bank and the Swingline Lender, which consent

shall not unreasonably be withheld, conditioned or delayed, (b) such Credit Party shall have received payment of an amount equal

to the outstanding principal of its Loans and funded participations in LC Disbursements, accrued interest thereon, accrued fees and all

other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees)

or the Borrower (in the case of all other amounts), (c) unless the Administrative Agent otherwise agrees, the Borrower, the Defaulting

Lender (if any) or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 10.4(b),

and (d) in the case of any such assignment resulting from a claim for compensation under Section 3.5 or payments required to

be made pursuant to Section 3.7, such assignment will result in a reduction in such compensation or payments. A Credit Party shall

not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Credit Party or otherwise,

the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Section 3.10            Benchmark

Replacement Setting.

(a)            Notwithstanding

anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative

Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment

with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th)

Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the

Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required

Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.10(a)(i) will occur prior to

the applicable Benchmark Transition Start Date.

(b)            Benchmark

Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative

Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any

other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of

any other party to this Agreement or any other Loan Document.

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Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the

implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration,

adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement

of any tenor of a Benchmark pursuant to Section 3.10(d) and (v) the commencement of any Benchmark Unavailability Period.

Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders)

pursuant to this Section 3.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence

of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and

binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement

or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.10.

(d)            Unavailability

of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection

with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR Reference

Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate

from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator

of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or

will not be representative, then the Administrative Agent may in consultation with the Borrower modify the definition of Interest Period

(or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative

tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen

or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement

that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may in

consultation with the Borrower modify the definition of Interest Period (or any similar or analogous definition) for all Benchmark settings

at or after such time to reinstate such previously removed tenor.

(e)            Benchmark

Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the

Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or

continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request

into a request for a Borrowing of or conversion to ABR Loans and (ii) any outstanding affected SOFR Loans will be deemed to have

been converted to ABR Loans at the end of the applicable Interest Period. During a Benchmark Unavailability Period or at any time that

a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor

for such Benchmark, as applicable, will not be used in any determination of ABR.

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ARTICLE 4

REPRESENTATIONS AND WARRANTIES

The Borrower represents and

warrants to the Credit Parties (i) on the Amendment Effective Date and (ii) on the occasion of any Borrowing to the extent required

in Section 5.2 that:

Section 4.1            Organization;

Powers.

Each of the Borrower and the

Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all

requisite corporate or other organizational power and authority to carry on its business as now conducted and, except where the failure

to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do

business in, and is in good standing in, every jurisdiction where such qualification is required by applicable law. No Loan Party is an

EEA Financial Institution.

Section 4.2            Authorization;

Enforceability.

The Transactions to be entered

into by each Loan Party are within the corporate, partnership or other analogous powers of such Loan Party to the extent it is a party

thereto and have been duly authorized by all necessary corporate, partnership or other analogous and, if required, equity holder action.

Each Loan Document has been duly executed and delivered by each Loan Party and Liberty Subsidiary to the extent it is a party thereto

and constitutes a legal, valid and binding obligation thereof, enforceable against such Loan Party or Liberty Subsidiary in accordance

with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’

rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied

covenants of good faith and fair dealing.

Section 4.3            Governmental

Approvals; No Conflicts.

The Transactions (i) do

not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (a) such

as have been or prior to or concurrently with the consummation of the Transactions will be obtained or made and are or prior to or concurrently

with the consummation of the Transactions will be in full force and effect (except such consents, approvals, registrations or filings

which will be required at the time, if any, of the exercise of remedies under the Loan Documents by the Administrative Agent and the Lenders),

(b) notices, if any, required to be filed with the FCC or any applicable State PUC after the consummation of the Transactions, (c) routine

Tax filings, and (d) consents, approvals, registrations, filings or actions which the failure to obtain or make would not reasonably

be expected to result in a Material Adverse Effect, (ii) will not violate any applicable law or regulation or the charter, by-laws

or other organizational documents of the Borrower or any Subsidiary or any order of any Governmental Authority (subject to compliance

with any applicable law or regulation which, upon the exercise of remedies hereunder by the Administrative Agent and the Lenders, requires

filing with or approval of a Governmental Authority), except, in the case of any such applicable law or regulation or order, for such

violations that would not reasonably be expected to result in a Material Adverse Effect, (iii) will not violate or result in a default

under any material indenture, agreement or other instrument binding upon the Borrower or any Subsidiary or its assets (other than the

Loan Documents), or give rise to a right thereunder to require any payment to be made by the Borrower or any Subsidiary, or result in

a default under any indenture for the Senior Notes, except for such violations, defaults and payments that would not reasonably be expected

to result in a Material Adverse Effect and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower

or any of the Subsidiaries, other than, with respect to each Loan Party, Liens permitted by Section 7.2.

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Section 4.4            Financial

Condition.

The Borrower has heretofore

furnished to the Administrative Agent and the Lenders the following:

(a)            the

consolidated balance sheets and related consolidated statements of income and cash flows of the Borrower and its subsidiaries as of and

for the fiscal quarter ended September 30, 2024; and

(b)            with

respect to the Borrower and its Subsidiaries, forecasts of financial performance through the end of 2029 (the “Forecasts”).

The financial statements referred

to above (other than the Forecasts) present fairly, in all material respects, the financial position and results of operations and cash

flows of the Borrower as of such date and for the indicated period on a consolidated basis in accordance with GAAP, subject to normal

year end audit adjustments and the absence of footnotes. The Forecasts have been prepared in good faith

by the Borrower and based on assumptions believed to be reasonable at the time they were made, it being understood that such Forecasts

are as to future events and are not to be viewed as facts, such Forecasts are subject to significant uncertainties and contingencies and

that actual results during the period or periods covered by any such Forecasts may differ significantly from the forecasted results, and

that no assurance can be given that the projected results will be realized. Since September 30, 2024, there has been no event

which has given rise to a Material Adverse Effect except as disclosed in the financial statements described in clause (a) above.

Section 4.5            Properties.

(a)            Each

of the Borrower and the Subsidiaries has good title to, or valid leasehold interests in, all its real and tangible personal property,

subject to Permitted Encumbrances and except as would not reasonably be expected to have a Material Adverse Effect.

(b)            Each

of the Borrower and the Subsidiaries owns, or is entitled to use, all United States trademarks, trade names, copyrights, patents and trade

secrets material to its business, and the use thereof by the Borrower and the Subsidiaries does not infringe upon the rights of any other

Person, except for any such failure to own or be entitled to use or infringements that, individually or in the aggregate, would not reasonably

be expected to result in a Material Adverse Effect.

Section 4.6            Litigation

and Environmental Matters.

(a)            There

are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the

Borrower, threatened against (i) the Borrower, any of its Subsidiaries or any Liberty Subsidiary that would reasonably be expected,

individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) the Borrower,

any of its Subsidiaries or any Liberty Subsidiary that relate to the execution, delivery, validity or enforceability of any Loan Document

or the performance of any of the Transactions by any of the Borrower, any Subsidiary or any Liberty Subsidiary.

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(b)            Except

for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be

expected to result in a Material Adverse Effect, neither the Borrower, any of its Subsidiaries nor any Liberty Subsidiary (i) has

failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under

any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim

with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

Section 4.7             Compliance

with Laws and Agreements.

Each of the Borrower, its Subsidiaries

and the Liberty Subsidiaries is in compliance with all laws, regulations (including the Communications Act and State Law) and orders of

any Governmental Authority (including the FCC and State PUCs) applicable to it or its property and all indentures, agreements and other

instruments binding upon it or its property, except, in each case, where the failure to do so, individually or in the aggregate, would

not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

Section 4.8             Franchises,

FCC, State PUC and Certain Copyright Matters.

(a)            The

Borrower and each of its Subsidiaries possesses, or has the right to use, all Authorizations, and possesses, or has rights under, agreements

with public utilities and microwave transmission companies, satellite communications companies, pole attachment, use access or rental

agreements and utility easements, including all licenses and permits, to: (i) operate the Communications Business, except to the

extent the absence thereof or failure to be in compliance therewith would not reasonably be expected to have a Material Adverse Effect,

and (ii) consummate the Transactions. The Borrower and each of its Subsidiaries are in compliance with all such Authorizations, agreements,

easements, licenses and permits with no known conflict with the valid rights of others, except to the extent such noncompliance or conflict

would not reasonably be expected to have a Material Adverse Effect. No event has occurred which would permit the revocation or termination

of any such Authorization, right, agreement, easement, license or permit which would reasonably be expected to have a Material Adverse

Effect.

(b)            The

Borrower and each Subsidiary thereof (i) have each duly and timely filed or caused to be filed (A) all registration statements

for the operation of the Communications Business and other filings which are required to be filed under the Communications Act and under

State Law applicable to them and the Transactions, and (B) all reports, applications, documents, instruments and information required

to be filed (1) with the FCC and State PUCs, as applicable, pursuant to all FCC rules, regulations and requests and State Law applicable

to them, or (2) pursuant to any Authorization, in each case, the failure of which to file would reasonably be expected to have a

Material Adverse Effect, and (ii) is in compliance with the Communications Act and State Law (including, the rules and regulations

of the FCC and State PUCs) and all Authorizations, the failure with which to comply would reasonably be expected to have a Material Adverse

Effect. The Borrower and each Subsidiary has recorded or deposited with and paid to the United States Copyright Office and the Register

of Copyrights all notices, statements of account, royalty fees and other documents and instruments required under the Copyright Act, the

failure of which to record, deposit or pay would reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower,

as of the Amendment Effective Date neither the Borrower nor any Subsidiary has any liability to any Person for copyright infringement

under the Copyright Act as a result of its business operations that would reasonably be expected to have a Material Adverse Effect.

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of the Amendment Effective Date, the Borrower and its Subsidiaries, collectively, hold all material Authorizations required in connection

with the Transactions and with the operation of the Communications Business and each such Authorization is validly issued and in full

force and effect, unimpaired in any material respect by any act or omission by the Borrower or any of its Subsidiaries. All such Authorizations

are renewable by their terms or in the ordinary course of business without the need to (i) comply with any special qualification

procedures not otherwise generally applicable to providers of one or more services similar to the Communications Business in the State

of Alaska, or (ii) to pay any amounts other than immaterial amounts, routine fees, and amounts in respect of rebuild obligations,

except to the extent such renewal would not reasonably be expected to have a Material Adverse Effect.

(d)            To

the best of the Borrower’s knowledge, except as set forth in Schedule 4.8, neither the Borrower nor any Subsidiary thereof

is a party to any investigation, notice of violation, order or complaint issued by or before the FCC, any State PUC or any Franchise authority

which would reasonably be expected to have a Material Adverse Effect. Except for such proceedings that affect the communications industry

or the other businesses of the Borrower and its Subsidiaries generally or as set forth in Schedule 4.8, there are no proceedings

by or before the FCC, any State PUC or any Franchise authority which would reasonably be expected to have a Material Adverse Effect. Except

as set forth in Schedule 4.8, the Borrower has no knowledge of (i) any impending or threatened investigation, notice of violation,

order, complaint or proceeding before the FCC, any State PUC or any Franchise authority that would reasonably be expected to have a Material

Adverse Effect, (ii) any pending or threatened non-renewal, expiration, termination or revocation of any Authorization that would

reasonably be expected to have a Material Adverse Effect, or (iii) has any reasonable basis to expect that any Authorization the

absence of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, will not be renewed

in the ordinary course.

Section 4.9             Investment

Company Status.

Neither the Borrower nor any

of the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of

1940.

Section 4.10          Taxes.

Each of the Borrower, its Subsidiaries

and the Liberty Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed by it and

has paid or caused to be paid all Taxes required to have been paid by it, except (i) Taxes that are being contested in good faith

by appropriate proceedings and for which the Borrower, such Subsidiary or such Liberty Subsidiary, as applicable, has set aside on its

books adequate reserves to the extent required by GAAP or (ii) to the extent that the failure to do so would not, individually or

in the aggregate, reasonably be expected to result in a Material Adverse Effect.

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Section 4.11           ERISA.

No ERISA Event has occurred

or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected

to occur, would reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations

under each Plan sponsored or maintained by Borrower or any of its Subsidiaries (based on the assumptions used for purposes of Accounting

Standards Codification No. 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by

more than $1,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of

all underfunded Plans sponsored or maintained by Borrower or any of its Subsidiaries (based on the assumptions used for purposes of Accounting

Standards Codification No. 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by

more than $1,000,000 the fair market value of the assets of all such underfunded Plans.

Section 4.12           Disclosure.

None of the reports, financial

statements, certificates or other written information concerning the Borrower, any Subsidiary or any Liberty Subsidiary (other than the

projections, budgets or other estimates or forward looking information, or information of a general economic or industry nature) furnished

by or on behalf of the Borrower, any Subsidiary or any Liberty Subsidiary to any Credit Party in connection with the negotiation of the

Loan Documents or delivered thereunder (as modified or supplemented by other information so furnished), taken as a whole, contained any

untrue statement of a material fact at the time they were furnished to such Credit Party or omitted to state at the time they were furnished

to such Credit Party any material fact necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not materially misleading; provided that, with respect to projected financial information, budgets, estimates or

other forward looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions

believed to be reasonable at the time they were made, it being understood that such projections, budgets, estimates and other forward

looking information are as to future events and are not to be viewed as facts, such projections and other forward looking information

are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such projections

or other forward looking information may differ significantly from the projected results, and that no assurance can be given that the

projected results will be realized. As of the Amendment Effective Date, the information included in the Beneficial Ownership Certification

is true and correct in all respects.

Section 4.13          Subsidiaries.

Schedule 4.13 sets forth,

as of the Amendment Effective Date, the name of, the chief executive office of, and the ownership interest of (i) the Borrower in

GCI Holdings, and (ii) GCI Holdings in each of its subsidiaries (other than the NMTC Subsidiaries) and identifies each Subsidiary

that is a Subsidiary Guarantor.

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Section 4.14           Insurance.

The Borrower and the Subsidiaries

are insured with such insurance companies and in such amounts, with such deductibles and covering such risks, as required pursuant to

Section 6.9 of this Agreement.

Section 4.15           Labor

Matters.

Except for the Disclosed Matters

and except as would not be reasonably likely to result in a Material Adverse Effect, (i) there are no strikes, lockouts or slowdowns

against the Borrower or any Subsidiary pending or, to the knowledge of the Borrower, threatened, (ii) the hours worked by and payments

made to employees of the Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable

Federal, state, local or foreign law dealing with such matters, (iii) all material payments due from the Borrower or any Subsidiary,

or for which any claim may be made against the Borrower or any Subsidiary, on account of wages and employee health and welfare insurance

and other benefits, have been paid or accrued as a liability on the books of the Borrower or such Subsidiary and (iv) the consummation

of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective

bargaining agreement to which the Borrower or any Subsidiary is bound.

Section 4.16           Solvency.

Immediately after the consummation

of the Transactions on the Amendment Effective Date, (i) the fair value of the assets of the Borrower and its subsidiaries, taken

as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present

fair salable value of the property of the Borrower and its subsidiaries, taken as a whole, will be greater than the amount that will be

required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and

other liabilities become absolute and matured; (iii) the Borrower and the Subsidiary Guarantors, taken as a whole, will be able to

pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and

(iv) the Borrower and the Subsidiary Guarantors, taken as a whole, will not have unreasonably small capital with which to conduct

the business in which they are engaged as such business is now conducted and is proposed to be conducted following such date. For the

purposes of this Section, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of

the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured

liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard

No. 5).

Section 4.17           Federal

Reserve Regulations.

Neither the Borrower nor any

of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose

of buying or carrying Margin Stock.

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Section 4.18           Use

of Proceeds.

It will use the proceeds of

(a) the Revolving Loans, the Term A Loans and the Letters of Credit (including

Letters of Credit issued pursuant to the 2026 Incremental Revolving Commitments) for purposes permitted by Section 6.14 (including,

but not limited to, financing the Amendment No. 1 Transactions and the Quintillion Acquisition) and (b) each Incremental

Term Loan, if any, in accordance with the Incremental Term Facility Amendment applicable thereto. No part of the proceeds of any Loan

or any Letter of Credit has been or will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately,

to purchase, acquire or carry any Margin Stock in a manner that entails a violation of any of the regulations of the Board, including

Regulations T, U and X.

Section 4.19          Anti-Corruption

Laws and Sanctions; Anti-Terrorism Laws.

(a)            The

Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries,

and the Liberty Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws, Anti-Money Laundering Laws

and applicable Sanctions, and the Borrower, its Subsidiaries and the Liberty Subsidiaries, and to the knowledge of the Borrower, its directors,

officers and employees, are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in all material

respects and no Loan Party or Liberty Subsidiary is knowingly engaged in any activity that could reasonably be expected to result in such

Loan Party or Liberty Subsidiary being designated as a Sanctioned Person. None of (a) the Borrower, any of its Subsidiaries or any

of the Liberty Subsidiaries, or to the knowledge of the Borrower, such Subsidiary or such Liberty Subsidiary, any of their respective

directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower, any Subsidiary or any Liberty

Subsidiary that will in each case act in any capacity in connection with or benefit from the credit facility established hereby, is a

Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transactions contemplated by the Loan Documents will violate

Anti-Corruption Laws, Anti-Money Laundering Laws or applicable Sanctions.

(b)            Neither

the making of the Loans hereunder nor the use of the proceeds thereof will violate the Patriot Act. Each Loan Party and each of its Subsidiaries

and the Liberty Subsidiaries are in compliance in all material respects with the Patriot Act.

ARTICLE 5

CONDITIONS

Section 5.1             Initial

Conditions.

This Agreement shall not become

effective, and the Existing Credit Agreement shall remain in full force and effect, until the Amendment Effective Date.

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Section 5.2             Conditions

to Future Credit Events.

The obligation of each Lender

to make a Loan on the occasion of any Borrowing (other than a continuation or conversion of an existing Borrowing), and of the Issuing

Bank to issue, amend or extend a Letter of Credit, is subject to the satisfaction of the following conditions:

(a)             the

representations and warranties of the Loan Parties and the Liberty Subsidiaries set forth in the Loan Documents shall be true and correct

in all material respects on and as of the date of such Borrowing or the date of such issuance, amendment, renewal or extension, as applicable

(except (i) to the extent that such representations and warranties relate to an earlier date, in which case such representations

and warranties shall be true and correct in all material respects as of such earlier date and (ii) that any representation and warranty

that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without

further qualification); and

(b)            at

the time of and immediately after giving effect to such Borrowing or such issuance, amendment or extension, as applicable, no Default

shall or would exist.

Each such Borrowing and each issuance, amendment

or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as

to the matters specified in paragraphs (a) and (b) of this Section 5.2.

Section 5.3             Conditions

to Funding and Availability of 2026 Incremental Term A-1 Loans and 2026 Incremental Revolving Commitments.

The

2026 Incremental Term A-1 Loans shall be funded and the 2026 Incremental Revolving Commitments shall become available on the date (the

“Amendment No. 1 Funding Date”) on which each of the following conditions shall have been satisfied (or waived by the

Amendment No. 1 Lead Arranger):

(a)             the

Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that

the 2026 Incremental Term A-1 Lenders make 2026 Incremental Term A-1 Loans to the Borrower on the Amendment No. 1 Funding Date;

(b)            all

fees required to be paid on the Amendment No. 1 Funding Date pursuant to this Agreement and any other arrangements with the Administrative

Agent, the Amendment No. 1 Lead Arranger, any other titled bank, the 2026 Incremental Term A-1 Lender or the 2026 Incremental Revolving

Lender and out-of-pocket expenses required to be paid on the Amendment No. 1 Funding Date pursuant to any other written agreement

with the 2026 Incremental Term A-1 Lender, the 2026 Incremental Revolving Lender or the Amendment No. 1 Lead Arranger, to the extent,

in the case of expenses, a reasonably detailed invoice has been delivered to the Borrower at least three (3) Business Days prior

to the Amendment No. 1 Funding Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts

may be offset against the proceeds of the 2026 Incremental Term A-1 Loans);

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Quintillion Acquisition shall have been, or substantially concurrently with the initial borrowing of the 2026 Incremental Term A-1 Loans

shall be, consummated in all material respects in accordance with the terms of the Quintillion Purchase Agreement;

(d)            immediately

before and after giving effect to, on, as of, and at the time of, the Amendment No. 1 Funding Date, (i) the representations

and warranties of the Loan Parties set forth in Section 5 of Amendment No. 1 shall be true and correct in all material respects

(other than to the extent already qualified by materiality, in which case such representations and warranties shall be true and correct

in all respects) and (ii) the Administrative Agent shall have received a certificate of the Borrower dated the Amendment No. 1

Funding Date to such effect in a form reasonably acceptable to the Administrative Agent, signed by a Responsible Officer of the Borrower;

(e)             the

Administrative Agent shall have received a solvency certificate signed by a Financial Officer on behalf of the Borrower dated the Amendment

No. 1 Funding Date (after giving effect to the borrowing of the 2026 Incremental Term A-1 Loans on the Amendment No. 1 Funding

Date) in form and substance reasonably satisfactory to the Amendment No. 1 Lead Arranger and Administrative Agent;

(f)             the

Borrower shall have delivered to (x) any 2026 Incremental Revolving Lender that requests its 2026 Incremental Revolving Commitment

be evidenced by a Note at least three (3) Business Days prior to the Amendment No. 1 Effective Date, a Note payable to such

2026 Incremental Revolving Lender and (y) any 2026 Incremental Term A-1 Lender that requests its 2026 Incremental Term A-1 Loans

be evidenced by a Note at least three (3) Business Days prior to the Amendment No. 1 Funding Date, a Note payable to such 2026

Incremental Term A-1 Lender; and

(g)            the

Administrative Agent shall have received the certificate described in clause (a)(y) and (b)(z) of the definition of “Applicable

Margin” and the proviso in the definition of “Commitment Fee Rate” dated the Amendment No. 1 Funding Date, signed

by a Responsible Officer of the Borrower and in a form reasonably acceptable to the Administrative Agent.

The

Amendment No. 1 Funding Date shall not occur later than the earlier of (i) the date that is 18 months following the Amendment

No. 1 Effective Date and (ii) the date on which the Borrower informs the Amendment No. 1 Lead Arranger and the Administrative

Agent in writing that the Quintillion Acquisition has been abandoned or terminated (the “Funding Outside Date”).

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ARTICLE 6

AFFIRMATIVE COVENANTS

Until the Commitments have expired

or been terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder (other than contingent

or indemnification obligations not then due) shall have been paid in full in cash and all Letters of Credit have expired (or have been

cash collateralized or otherwise provided for in full in a manner reasonably satisfactory to the Issuing Bank) and all LC Disbursements

have been reimbursed, the Borrower covenants and agrees with the Credit Parties that:

Section 6.1             Financial

Statements and Other Information.

The Borrower will furnish or

cause to be furnished to the Administrative Agent:

(a)             within

120 days after the end of each fiscal year, the Borrower’s audited consolidated balance sheet and related consolidated statements

of income, cash flows and shareholders’ equity as of the end of and for such year, setting forth in each case in comparative form

the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing

(which will not be subject to any qualification or exception as to the scope of such audit (but may contain a “going concern”

or like qualification, exception or explanatory paragraph that is due to (i) the impending maturity of any Facility or any other

Indebtedness within one year from the time such opinion is delivered or (ii) any actual or prospective inability to satisfy a financial

maintenance covenant (including the Financial Covenant)) to the effect that such consolidated financial statements present fairly in all

material respects the financial position and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently

applied;

(b)            within

60 days after the end of each of the first three fiscal quarters of each fiscal year, the Borrower’s consolidated balance sheet

and related consolidated statements of income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion

of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the

case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all

material respects the financial position and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently

applied, subject to normal year end audit adjustments and the absence of footnotes;

with any delivery of financial statements under paragraph (a) or (b) above, a Compliance Certificate signed by a Financial Officer

of the Borrower (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing,

specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth (A) reasonably

detailed calculations demonstrating compliance with the Financial Covenant as of the most recent fiscal quarter end contemplated by such

financial statements, (B) the Subsidiary Guarantors as of the date of such Compliance Certificate (or confirming that there is no

change in such information since the later of the Amendment Effective Date and the date of the last such list), (C) the Excluded

Subsidiaries as of the date of such Compliance Certificate (or confirming that there is no change in such information since the later

of the Amendment Effective Date and the date of the last such list), (D) the Liberty Subsidiaries as of the date of such Compliance

Certificate (or confirming that there is no change in such information since the later of the Amendment Effective Date and the date of

the last such list) and (E) reasonably detailed calculation of each of the Total Leverage Ratio and the Secured Leverage Ratio as

of the most recent fiscal quarter end contemplated by such financial statements;

(d)            promptly

after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the

Borrower or any Subsidiary with the SEC, or with any national securities exchange, as the case may be;

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(e)             within

30 days after the beginning of each fiscal year, an annual consolidated forecast for the Borrower and the Subsidiaries for such fiscal

year, including projected consolidated statements of income of the Borrower and the Subsidiaries, all in reasonable detail acceptable

to the Administrative Agent;

(f)              promptly,

such other information with documentation required by bank regulatory authorities under applicable “know your customer” and

Anti-Money Laundering Laws, as from time to time may be reasonably requested by the Administrative Agent or any Lender;

(g)            promptly

following any request therefor, any change in the information provided in any Beneficial Ownership Certification that would result in

a change to the list of beneficial owners identified in such certification; and

(h)            promptly

following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower,

any Subsidiary or any Liberty Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender

(through the Administrative Agent) may reasonably request; provided, that (i) no such Person shall be required to provide

pro forma financial statements and information in connection with a Borrowing Request of $50,000,000 or less, (ii) no such Person

shall be required to disclose or provide any information (A) that constitutes non-financial trade secrets or non-financial proprietary

information, (B) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives)

is prohibited by any applicable requirement of law, (C) that is subject to attorney-client or similar privilege or constitutes attorney

work product or (D) in respect of which any such Person owes confidentiality obligations to any third party (provided that such confidentiality

obligations were not entered into in contemplation of the requirements of this clause (h)).

If the Borrower has designated

any of its subsidiaries as Unrestricted Subsidiaries or there are any Liberty Subsidiaries, then the annual and quarterly financial information

required by this Section 6.1 will include a reasonably detailed presentation of the financial condition and results of operations

of the Borrower and its Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries

and/or Liberty Subsidiaries.

Notwithstanding the foregoing,

the obligations referred to in Sections 6.1(a) and 6.1(b) may be satisfied with respect to financial information of the Borrower

by furnishing (A) the applicable financial statements of any Parent Company or (B) the Borrower’s or such Parent Company’s

Form 10-K or 10-Q, as applicable, filed with the SEC (and the public filing of such report with the SEC shall constitute delivery

under this Section 6.1); provided that with respect to each of the preceding clauses (A) and (B), (1) to the extent

such information relates to a parent of the Borrower, if and so long as such Parent Company has Independent Assets or Operations, such

information is accompanied by consolidating information (which need not be audited) that explains in reasonable detail the differences

between the information relating to such Parent Company and its Independent Assets or Operations, on the one hand, and the information

relating to the Borrower and its subsidiaries on a standalone basis, on the other hand and (2) to the extent such information is

in lieu of information required to be provided under Section 6.1(a) (it being understood that such information may be audited

at the option of the Borrower), such materials are accompanied by a report and opinion of an independent registered public accounting

firm of nationally recognized standing, which report and opinion (a) will be prepared in accordance with generally accepted auditing

standards and (b) will not be subject to any qualification or exception as to the scope of such audit (but may contain a “going

concern” or like qualification, exception or explanatory paragraph that is due to (i) the impending maturity of any Facility

or any other Indebtedness within one year from the time such opinion is delivered or (ii) any actual or prospective inability to

satisfy a financial maintenance covenant (including the Financial Covenant)).

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Documents required to be delivered

pursuant to Section 6.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earlier

of the date (A) on which the Borrower posts such documents on a website identified in writing to the Administrative Agent or (B) on

which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender

and the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent);

provided that the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such

documents and upon its reasonable request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies)

of such documents. The Administrative Agent shall have no obligation to request the delivery of or maintain paper copies of the documents

referred to above, and each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such

documents.

Section 6.2             Notices

of Material Events.

The Borrower will furnish to

the Administrative Agent prompt written notice of the following promptly after any Responsible Officer of the Borrower obtains actual

knowledge thereof:

(a)             the

occurrence of any Default;

(b)            the

filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or

any Affiliate that, in either case, would reasonably be expected to result in a Material Adverse Effect;

occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to

result in a Material Adverse Effect;

(d)            the

receipt thereof by the Borrower or any Subsidiary of any notice, summons, citation or other written communication concerning any actual,

alleged, suspected or threatened violation of any Environmental Law, or any Environmental Liability of the Borrower or any such Subsidiary,

in each case, which would reasonably be expected to have a Material Adverse Effect; and

(e)             any

other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 6.2

shall be accompanied by a statement of a Financial Officer or other Responsible Officer of the Borrower setting forth the details of the

event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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Section 6.3             Existence;

Conduct of Business.

The Borrower will, and will

cause each Subsidiary to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect

its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except (a) in

each case, as otherwise permitted by Section 7.3, (b) in the case of a Subsidiary, where the failure to do so would not reasonably

be expected to have a Material Adverse Effect, and (c) no Subsidiary shall be required to preserve any such existence if a Responsible

Officer of the Borrower determines that the preservation thereof is no longer desirable in the conduct of the business of such Subsidiary,

and that the loss thereof is not disadvantageous in any material respect to the Borrower or to the Lenders.

Section 6.4             Payment

and Performance of Obligations.

The Borrower will, and will

cause each Subsidiary to, pay or perform (before the same shall become delinquent or in default) its obligations, including Tax liabilities,

that, if not paid or performed, would reasonably be expected to result in a Material Adverse Effect, except where (i) the validity

or amount thereof is being contested in good faith by appropriate proceedings, (ii) the Borrower or such Subsidiary has set aside

on its books adequate reserves with respect thereto in accordance with GAAP and (iii) the failure to pay or perform, as applicable,

pending such contest would not reasonably be expected to result in a Material Adverse Effect.

Section 6.5             Maintenance

of Properties.

The Borrower will, and will

cause each Subsidiary to, keep and maintain all tangible property material to the conduct of their businesses, taken as a whole, in good

working order and condition, ordinary wear and tear (and damage caused by casualty and condemnation) excepted, except where the failure

to do so would not reasonably be expected to have a Material Adverse Effect.

Section 6.6             Books

and Records; Inspection Rights.

The Borrower will, and will

cause each Subsidiary to, keep proper books of record and account in which full, true and correct entries are made of all dealings and

transactions in relation to its business and activities. The Borrower will, and will cause each Subsidiary to, permit any representatives

designated by the Administrative Agent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts

from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such

reasonable times as reasonably requested; provided that, excluding such visits during the continuation of an Event of Default,

such visits shall be limited to no more than one such visit per calendar year. Notwithstanding anything to the contrary in this Section 6.6,

neither the Borrower nor any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or

abstracts of, or discussion of, any document, information or other matter that (i) constitutes a trade secret or proprietary information,

(ii) in respect of which disclosure to the Administrative Agent (or its representatives or contractors) is prohibited by applicable

law or any binding agreement or would violate any obligation of confidentiality binding upon the Borrower or any of the Subsidiaries,

(iii) is subject to attorney-client or similar privilege or constitutes attorney work product, or (iii) in respect of which

the Borrower or any Subsidiary owes confidentiality obligations to any third party (provided that such confidentiality obligations were

not entered into in contemplation of the requirements of this Section 6.6).

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Section 6.7             Compliance

with Laws.

The Borrower will, and will

cause each Subsidiary and each Liberty Subsidiary to, (a) comply with all laws, rules, regulations and orders of any Governmental

Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably

be expected to result in a Material Adverse Effect and (b) maintain in effect and enforce policies and procedures designed to ensure

compliance by the Borrower, its subsidiaries, the Liberty Subsidiaries and their respective directors, officers and employees with Anti-Corruption

Laws, Anti-Money Laundering Laws and applicable Sanctions.

Section 6.8             Environmental

Compliance.

The Borrower will, and will

cause each Subsidiary to, use and operate all of its facilities and property in compliance with all Environmental Laws, keep all necessary

permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance

therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except where noncompliance with any

of the foregoing would not reasonably be expected to have a Material Adverse Effect.

Section 6.9             Insurance.

(a)            The

Borrower will, and will cause each Subsidiary to, self-insure or maintain, with financially sound and reputable insurance companies, (i) adequate

insurance for its insurable properties, all to such extent and against such risks, including fire, casualty, business interruption and

other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same

or similar locations and (ii) such other insurance as is required pursuant to the terms of any Security Document. The Borrower will

use its commercially reasonable efforts to ensure that all such insurance shall name the Administrative Agent as an additional insured

(solely with respect to general liability policies) or loss payee (solely with respect to tangible personal property constituting Collateral

located in the United States of America), as applicable.

(b)            with

respect to any Real Property subject to a Mortgage and that is located in an area identified by the Federal Emergency Management Agency

(or any successor agency) as a “special flood hazard area” with respect to which flood insurance has been made available under

Flood Insurance Laws, the applicable Loan Party (A) has obtained and will maintain, with financially sound and reputable insurance

companies (except to the extent that any Responsible Officer of the Borrower obtains actual knowledge that any insurance company insuring

the Real Property of the applicable Loan Party ceases to be financially sound and reputable after the Amendment Effective Date, in which

case, the applicable Loan Party shall promptly replace such insurance company with a financially sound and reputable insurance company),

such flood insurance in such reasonable total amount as the Administrative Agent and the Required Lenders may from time to time reasonably

require, and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance

Laws and (B) promptly upon request of the Administrative Agent or any Lender, will deliver to the Administrative Agent or such Lender

as applicable, evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent and such Lender, including,

without limitation, evidence of annual renewals of such insurance.

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Section 6.10           Casualty

and Condemnation.

The Borrower will furnish to

the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any property constituting Collateral

owned or held by or on behalf of the Borrower or any Subsidiary with a fair market value immediately prior to such casualty or insured

damage of at least $15,000,000, or the commencement of any action or proceeding for the taking of any property or interest therein with

a fair market value immediately prior to such taking of at least $15,000,000, under power of eminent domain or by condemnation or similar

proceeding.

Section 6.11          Additional

Subsidiaries.

If any subsidiary (other than

an NMTC Subsidiary or an Excluded Subsidiary) of the Borrower is formed or acquired (including as the result of a Division) after the

Amendment Effective Date (each a “New Subsidiary”), and remains a subsidiary of the Borrower for not less than 30 days,

not later than the 30th day after the date on which such New Subsidiary is formed or acquired, the Borrower will (a) provide written

notice thereof, in reasonable detail, to the Administrative Agent, (b) designate in such notice whether such New Subsidiary is a

“Liberty Subsidiary” (in which event such New Subsidiary shall be a “New Liberty Subsidiary”); provided

that in the event the Borrower designates such New Subsidiary as not a New Liberty Subsidiary or fails to make any such designation,

upon the earlier of delivery of such written notice and such 30th day such New Subsidiary shall be deemed not to be a “Liberty Subsidiary”

as of such date (in which event such New Subsidiary shall be a Subsidiary that is a “New Included Subsidiary”); provided,

further, that the Borrower may only designate a New Subsidiary as a New Liberty Subsidiary (a “Liberty Subsidiary Designation”)

if (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation

and (ii) such New Subsidiary is owned by the Borrower, a Subsidiary or a Liberty Subsidiary and its assets (if any) (x) consist

of, or were purchased with proceeds of, Contributed Ventures Assets or (y) are purchased with proceeds of borrowings made by a Liberty

Subsidiary or secured by Contributed Ventures Assets, (c) if such New Subsidiary is a New Included Subsidiary and is not designated

as an Unrestricted Subsidiary in accordance with Section 6.16, (i) cause such New Included Subsidiary to execute and deliver

a completed Guarantee Supplement and become a party to each applicable Security Document in the manner provided therein and (ii) promptly

take or cause such New Included Subsidiary to take such actions to create and perfect Liens on such New Included Subsidiary’s assets

(other than Excluded Collateral) to secure the Obligations as required by the Security Documents, and (d) to the extent required

by the Security Documents, if any Equity Interests issued by such New Included Subsidiary are owned or held by or on behalf of the Borrower

or any Subsidiary Guarantor or any loans, advances or other debt is owed or owing by such New Included Subsidiary to the Borrower or any

Subsidiary Guarantor, the Borrower or such Subsidiary Guarantor will cause such Equity Interests and promissory notes and other instruments

evidencing such loans, advances and other debt to be pledged pursuant to the Security Documents.

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Section 6.12           Information

Regarding Collateral.

The Borrower will furnish, within

30 days of any of the following events (or such longer period of time as the Administrative Agent may agree in its sole discretion), to

the Administrative Agent written notice of any (A) Division of any Loan Party, or (B) change in (i) the legal name or jurisdiction

of incorporation or formation of any Loan Party, or (ii) the location of the chief executive office of any Loan Party or, to the

extent it doesn’t have a chief executive office, its principal place of business. The Borrower shall make, at the request of the

Administrative Agent, all filings under the Uniform Commercial Code or otherwise that are required by the Security Documents in order

for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in

all the Collateral.

Section 6.13           Further

Assurances.

(a)             Subject

to the terms and conditions of the Security Documents, the Borrower will, and will cause each Subsidiary Guarantor to, execute any and

all further documents, mortgages, deeds of trust, financing statements, agreements (including guarantee agreements and security agreements)

and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that

the Administrative Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable

law) Liens on all Collateral (other than Excluded Collateral) of the Borrower and each Subsidiary Guarantor, including the Liens created

or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Borrower or

any Subsidiary Guarantor, and in that connection the Borrower will, and will cause each Subsidiary Guarantor to, grant to the Administrative

Agent security interests and Mortgages in all of its owned Real Property (except to the extent constituting Excluded Collateral) acquired

after the Amendment Effective Date and satisfy the Real Estate Collateral Requirement with respect to each such Real Property within 120

days after the date such Real Property is so acquired (or such longer period of time as the Administrative Agent may agree in its sole

discretion). For the avoidance of doubt, the Loan Parties will not be required to register any trademarks or copyrights.

(b)            Notwithstanding

the foregoing, the Administrative Agent shall not enter into (and shall not require Borrower or any Subsidiary Guarantor to enter into)

any Mortgage in respect of any Real Property acquired by the Borrower or any Subsidiary Guarantor after the Amendment Effective Date (and

the time period in the immediately above clause (a) for the Borrower or any Subsidiary Guarantor to deliver any Mortgage shall be

automatically extended by a period of time equal to) until (1) the date that occurs 45 days after the Administrative Agent has delivered

to the Lenders (which may be delivered electronically) the following documents in respect of such Real Property (such date, the “Target

Diligence Completion Date”): (i) a completed flood hazard determination from a third party vendor; (ii) if such Real

Property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Loan Party) of

that fact and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and

(B) evidence of the receipt by the Borrower (or applicable Loan Party) of such notice; and (iii) if such notice is required

to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such Real Property

is located, evidence of required flood insurance and (2) the Administrative Agent shall not have received, within five (5) Business

Days prior to such Target Diligence Completion Date, written notice from any Lender that such Lender has not completed its flood insurance

due diligence and flood insurance compliance with respect thereto.

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anything to the contrary in this Agreement or any other Loan Document, (i) no control agreement or control, lockbox or similar arrangement

shall be required with respect to any deposit accounts, securities accounts or commodities accounts, (ii) no landlord, mortgagee

or bailee waivers shall be required, (iii) no foreign-law governed security documents or perfection under foreign law shall be required

and (iv) no notice shall be required to be sent to account debtors or other contractual third parties prior to the occurrence and

during the continuance of an Event of Default.

Section 6.14           Use

of Proceeds.

(a)            The

proceeds of the Loans and the Letters of Credit will be used only as follows: (i) to reimburse the Issuing Bank in respect of amounts

drawn under Letters of Credit, (ii) to pay transaction fees and expenses and (iii) for purposes not inconsistent with the terms

hereof, including the making of Investments permitted by Section 7.4, Acquisitions permitted by Section 7.5 and Restricted Payments

permitted by Section 7.8.

(b)            No

part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, and whether immediately, incidentally

or ultimately, to purchase, acquire or carry any Margin Stock in a manner that entails a violation of any of the regulations of the Board,

including Regulations T, U and X. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and

the Borrower shall ensure that its Subsidiaries and its or their respective directors, officers and employees shall not use, the proceeds

of any Borrowing or Letter of Credit (i) 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 or Anti-Money Laundering Laws, (ii) for

the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person or in any Sanctioned

Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable

to any party hereto.

Section 6.15           Maintenance

of Ratings.

Use commercially reasonable

efforts to cause any two of (a) Moody’s, (b) S&P and (c) Fitch to maintain a corporate credit rating (or the

equivalent thereof) with respect to the Borrower, it being understood, in each case, that such obligation shall not require the Borrower

to maintain any specific rating.

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Section 6.16           Designation

of Subsidiaries.

(a)            The

Borrower may at any time after the Amendment Effective Date designate any subsidiary as an Unrestricted Subsidiary (a “Designation”)

only if (i) the Borrower would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such

Designation) in an amount equal to the Borrower’s proportionate interest in the Fair Market Value of such subsidiary on such date

(as determined in good faith by the Borrower) and (ii) such subsidiary does not own any intellectual property that is material to

the business of the Borrower and its Subsidiaries. The status of any subsidiary as a Subsidiary or an Unrestricted Subsidiary shall at

all times be the same under this Agreement and the definitive documentation for any Material Obligations. Any subsidiary of an Unrestricted

Subsidiary shall also be an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the representation and warranties,

affirmative or negative covenants or Event of Default provisions of this Agreement.

None of the Borrower or any

Subsidiary shall contribute or Dispose of to any Unrestricted Subsidiary any intellectual property that is material to the business of

the Borrower and its Subsidiaries. If, at any time, any of the foregoing requirements are violated, the applicable Unrestricted Subsidiary

shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness and Liens of such Subsidiary

shall be deemed to be incurred as of such date.

(b)            The

Borrower may at any time after the Amendment Effective Date revoke any Designation of a subsidiary as an Unrestricted Subsidiary (a “Revocation”)

only if all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred

at such time, have been permitted to be incurred for all purposes of this Agreement. A Revocation shall constitute a return on any Investment

by the Borrower in such Unrestricted Subsidiary pursuant to clause (a) above in an amount equal to the Fair Market Value at the date

of such Revocation of the Borrower’s or the Subsidiary’s Investment in such Unrestricted Subsidiary; provided that

in no event shall any return on any Investment by the Borrower in an Unrestricted Subsidiary be duplicative of any return that increases

the Cumulative Credit pursuant to the definition thereof.

Borrower may at any time after the Amendment Effective Date designate any subsidiary as a Liberty Subsidiary pursuant to the requirements

therefor set forth in Section 6.11 (it being understood that for purposes of this clause (c), references to New Subsidiary set forth

in the definition of “Liberty Subsidiary Designation” shall be deemed to be references to such subsidiary). At the time of

a Liberty Subsidiary Designation, neither the Borrower nor any Subsidiary shall have any direct or indirect obligation to (x) make

additional Investments (other than Investments permitted under Section 7.4) in any Liberty Subsidiary; (y) maintain or preserve

the financial condition of any Liberty Subsidiary or cause any Liberty Subsidiary to achieve any specified levels of operating results;

or (z) be party to any agreement, contract, arrangement or understanding with such New Liberty Subsidiary unless the terms of any

such agreement, contract, arrangement or understanding are in compliance with this Agreement.

(d)            The

Borrower may redesignate (a “Redesignation”) any Liberty Subsidiary (A) as a Subsidiary if all Liens and Indebtedness

of such Liberty Subsidiary outstanding immediately following such Redesignation would, if incurred at such time, have been permitted to

be incurred by a Subsidiary for all purposes of this Agreement or (B) as an Unrestricted Subsidiary if all Liens and Indebtedness

of such Liberty Subsidiary outstanding immediately following such Redesignation would, if incurred at such time, have been permitted to

be incurred by an Unrestricted Subsidiary for all purposes of this Agreement.

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(e)             Each

Designation, Revocation, Liberty Subsidiary Designation and Redesignation will be effective as of the date of the Borrower’s delivery

to the Administrative Agent of a certificate executed by a Responsible Officer of the Borrower certifying compliance with the applicable

requirements of Section 6.11 (in the case of a Liberty Subsidiary Designation) and this Section 6.16 in connection

with such Designation, Revocation, Liberty Subsidiary Designation or Redesignation.

(f)             Not

later than the 30th day after the date of a Revocation or Redesignation, as applicable, the Borrower shall cause Subsidiary resulting

therefrom to comply with the provisions of Section 6.11 as if such Subsidiary was formed or acquired on the date of such Revocation

or Redesignation.

Section 6.17           CoBank

Equity and Security.

(a)             So

long as CoBank (or its affiliate) is a Lender hereunder, the Borrower shall (i) maintain its status as an entity eligible to borrow

from CoBank (or its affiliate) and (ii) acquire equity in CoBank in such amounts and at such times as CoBank may require in accordance

with CoBank’s Bylaws and Capital Plan (as each may be amended from time to time), except that the maximum amount of equity that

the Borrower may be required to purchase in CoBank in connection with the Loans made by CoBank (or its affiliate) may not exceed the maximum

amount permitted by the Bylaws and Capital Plan on the Amendment Effective Date. The Borrower acknowledges receipt of a copy of (x) CoBank’s

most recent annual report, and if more recent, CoBank’s latest quarterly report and (y) CoBank’s Bylaws and Capital Plan,

which describe the nature of all of the CoBank Equities as well as capitalization requirements, and agrees to be bound by the terms thereof.

(b)            Each

party hereto acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time) shall govern (i) the

rights and obligations of the parties with respect to the CoBank Equities and any patronage refunds or other distributions made on account

thereof or on account of the Borrower’s patronage with CoBank, (ii) the Borrower’s eligibility for patronage distributions

from CoBank (in the form of CoBank Equities and cash) and (iii) patronage distributions, if any, in the event of a sale of a participation

interest. CoBank reserves the right to assign or sell participations in all or any part of its (or its affiliate’s) Commitments

or outstanding Loans hereunder on a non-patronage basis.

anything herein or in any other Loan Document, each party hereto acknowledges that: (i) CoBank has a statutory first Lien pursuant

to the Farm Credit Act of 1971 (as amended from time to time) on all CoBank Equities that the Borrower may now own or hereafter acquire,

which statutory Lien shall be for CoBank’s (or its affiliate’s) sole and exclusive benefit; (ii) during the existence

of any Event of Default, CoBank may at its sole discretion, but shall not be required to, foreclose on its statutory first Lien on the

CoBank Equities and/or set off the value thereof or of any cash patronage against the Obligations; (iii) during the existence of

any Event of Default, CoBank may at its sole discretion, but shall not be required to, without notice except as required by applicable

law, retire and cancel all or part of the CoBank Equities owned by or allocated to the Borrower in accordance with the Farm Credit Act

of 1971 (as amended from time to time) and any regulations promulgated pursuant thereto in total or partial liquidation of the Obligations

for such value as may be required pursuant applicable law and CoBank’s Bylaws and Capital Plan (as each may be amended from time

to time); (iv) the CoBank Equities shall not constitute security for the Obligations due to the Administrative Agent, any other Lender

or any other Secured Party; (v) to the extent that any of the Loan Documents create a Lien on the CoBank Equities, such Lien shall

be for CoBank’s (or its affiliate’s) sole and exclusive benefit and shall not be subject to pro rata sharing hereunder; (vi) any

setoff effectuated pursuant to the preceding clauses (ii) or (iii) may be undertaken whether or not the Obligations are currently

due and payable; and (vii) CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default, Default or any

other default by the Borrower or any other Loan Party, or at any other time, either for application to the Obligations or otherwise. The

Borrower acknowledges that any corresponding tax liability associated with CoBank’s application of the value of the CoBank Equities

to any portion of the Obligations is the sole responsibility of the Borrower.

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ARTICLE 7

NEGATIVE COVENANTS

Until the Commitments have expired

or been terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder (other than contingent

or indemnification obligations not then due) shall have been paid in full in cash and all Letters of Credit have expired (or have been

cash collateralized or otherwise provided for in full in a manner reasonably satisfactory to the Issuing Bank) and all LC Disbursements

have been reimbursed, the Borrower covenants and agrees with the Credit Parties that:

Section 7.1             Indebtedness.

The Borrower will not, and will

not permit any Subsidiary to, create, incur, assume any Indebtedness, except each of the following:

(a)            Indebtedness

under the Loan Documents;

(b)            Indebtedness

existing on the Amendment Effective Date and, to the extent in excess of $2,500,000, set forth in Schedule 7.1, and Other Refinancing

Indebtedness with respect thereto;

(i) of the Borrower owed to any Subsidiary Guarantor, (ii) of any Subsidiary owed to the Borrower or any Subsidiary Guarantor,

(iii) of any Excluded Subsidiary owed to any Subsidiary or the Borrower, and (iv) Indebtedness of any Loan Party to any Subsidiary

that is not a Guarantor, so long as such Indebtedness in this clause (iv) is subordinated in right of payment to the Obligations

on terms reasonably satisfactory to the Administrative Agent (including pursuant to any global intercompany note in form and substance

reasonably acceptable to the Administrative Agent);

144

(d)            Guarantees

(i) by the Borrower of Indebtedness of any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor of Indebtedness of the Borrower

or any other Subsidiary Guarantor, and (iii) by any Excluded Subsidiary of Indebtedness of the Borrower or any Subsidiary;

(e)            Indebtedness

(whether secured or unsecured) of the Borrower or any Subsidiary under Hedging Agreements entered into for non-speculative purposes;

(f)             unsecured

Indebtedness of the Borrower not in excess of $600,000,000 in aggregate principal amount in respect of the Senior Notes;

(g)            unsecured

Indebtedness of the Borrower that constitutes Other Replacement Debt in respect of the Senior Notes (the principal amount of which may

be increased in the same transaction to the extent permitted by Section 7.1(p)); provided that (i) the Other Refinancing

Condition shall have been satisfied and (ii) immediately after the incurrence thereof, no Event of Default shall or would exist;

(h)            (A) Indebtedness

(whether secured or unsecured) of Excluded Subsidiaries in an aggregate principal amount outstanding not to exceed the greater of (x) $400,000,000

and (y) 100.0% of Trailing Adjusted Operating Cash Flow (such amount measured solely when incurred, created or assumed) in connection

with Permitted NMTC Transactions; provided that immediately before and immediately after the incurrence thereof, no Default shall

or would exist, and (B) guarantees by any Loan Party of any such Indebtedness;

(i)              Indebtedness

consisting of unsecured guaranties by the Borrower and/or the Subsidiary Guarantors of Indebtedness permitted under Section 7.1(f),

Section 7.1(g), or Section 7.1(p);

(j)              Indebtedness

(whether secured or unsecured) of one or more of the Excluded Subsidiaries not in excess of the greater of (x) $132,000,000 and (y) 33.0%

of Trailing Adjusted Operating Cash Flow in aggregate principal amount at any one time outstanding (such amount measured solely when incurred,

created or assumed); provided that immediately before and immediately after the incurrence thereof, no Event of Default shall or

would exist, and any Other Refinancing Indebtedness with respect thereto;

(k)             Indebtedness

of a Person who becomes a Subsidiary in connection with an Acquisition permitted by Section 7.5(e) or assumed by the Borrower

or any Subsidiary in connection with an Acquisition permitted by Section 7.5(e), provided that (i) such Indebtedness

is not incurred in contemplation of such Acquisition, (ii) the aggregate principal amount of all such Indebtedness under this Section 7.1(k) shall

not exceed the sum of (1) the greater of (x) $32,000,000 and (y) 8.0% of Trailing Adjusted Operating Cash Flow at any one

time outstanding (such amount measured solely when incurred, created or assumed) plus (2) an unlimited amount, so long as (x) in

the case of Indebtedness incurred under this clause (k) that is secured by a Lien on any of the Collateral on an equal priority basis

or senior priority basis with the Liens securing the First Lien Obligations or secured by assets of the Borrower and the Subsidiaries

that are not Collateral, the First Lien Leverage Ratio, calculated on a Pro Forma Basis, does not exceed 4.00 to 1.00, (y) in the

case of Indebtedness incurred under this clause (k) that is secured by a Lien on any of the Collateral on a basis that is junior

in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement, the Secured Leverage Ratio, calculated

on a Pro Forma Basis, does not exceed 4.50 to 1.00 and (z) in the case of Indebtedness incurred under this clause (k) that is

unsecured, the Total Leverage Ratio, calculated on a Pro Forma Basis, does not exceed 6.50 to 1.00 and (iii) if any Indebtedness

incurred under this clause (k) is secured by Liens on the Collateral, the holders of such Indebtedness (or an agent on their behalf)

shall have entered into the applicable Intercreditor Agreement (or, if such Intercreditor Agreement shall then exist, shall have become

a party to and otherwise bound by the terms thereof), and in each case any Other Refinancing Indebtedness with respect thereto;

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(l)              (x) Indebtedness

incurred by the Borrower or any Subsidiary prior to or within 180 days after the acquisition, lease, construction, repair, replacement

or improvement of fixed or capital assets in order to finance such acquisition, lease, construction, repair, replacement or improvement

(whether through the direct purchase of property or the Equity Interests of any person owning such property) and (y) Capital Lease

Obligations, in an aggregate principal amount under this clause (l) not to exceed the greater of (x) $132,000,000 and (y) 33.0%

of Trailing Adjusted Operating Cash Flow at any one time outstanding (such amount measured solely when incurred, created or assumed),

and any Other Refinancing Indebtedness with respect thereto; provided that, with respect to Indebtedness incurred in accordance

with clause (y), immediately before and immediately after the incurrence thereof, no Event of Default shall or would exist;

(m)            Capital

Lease Obligations of the Borrower or any one or more of the Subsidiary Guarantors to any one or more of the Excluded Subsidiaries (other

than an Unrestricted Subsidiary) in an aggregate principal amount not to exceed the greater of (x) $64,000,000 and (y) 16.0%

of Trailing Adjusted Operating Cash Flow at any one time outstanding (such amount measured solely when incurred, created or assumed);

provided that (i) each such Capital Lease Obligation shall be on terms and conditions not less favorable to the Borrower or

such Subsidiary Guarantor than could be obtained on an “arm’s length” basis from unrelated third parties and (ii) immediately

before and immediately after the incurrence thereof, no Event of Default shall or would exist;

(n)            Indebtedness

incurred in connection with Sale and Leaseback Transactions involving any Tower (excluding antennae and electronic communications equipment),

which, to the extent secured by Liens, is secured solely by one or more Towers and the proceeds thereof; provided that (i) the

aggregate principal amount of all such Indebtedness shall not exceed the greater of (x) $160,000,000 and (y) 40.0% of Trailing

Adjusted Operating Cash Flow at any one time outstanding (such amount measured solely when incurred, created or assumed), and (ii) immediately

before and immediately after the incurrence thereof, no Event of Default shall or would exist, and any Other Refinancing Indebtedness

with respect thereto;

(o)            Indebtedness

(whether secured or unsecured) of the Borrower or any of the Subsidiaries in an aggregate principal amount not to exceed the greater of

(x) $26,800,000 and (y) 6.7% of Trailing Adjusted Operating Cash Flow at any one time outstanding (such amount measured solely

when incurred, created or assumed), and any Other Refinancing Indebtedness with respect thereto; provided that immediately before

and immediately after the incurrence thereof, no Event of Default shall or would exist;

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(p)            unsecured

Indebtedness of the Borrower or any of the Subsidiaries; provided that (i) all such Indebtedness incurred after the Amendment

Effective Date shall have a final stated maturity date that is no earlier than the Existing Revolving Facility Maturity Date, (ii) immediately

before and immediately after the incurrence thereof, no Event of Default shall or would exist and (iii) immediately after giving

Pro Forma Effect thereto, the Total Leverage Ratio would not exceed 6.50:1.00, and any Other Refinancing Indebtedness with respect thereto;

(q)            Indebtedness

of the Borrower and the Subsidiaries incurred after the Amendment Effective Date in respect of Investments made after the Amendment Effective

Date and permitted by Section 7.4(h);

(r)             obligations

of the Borrower or any of the Subsidiaries owed to the Borrower or any of the Subsidiaries under services agreements for the provision

of network capacity to the extent characterized as Capital Lease Obligations;

(s)             Indebtedness

of any one or more Securitization Entities in connection with one or more Securitizations with an aggregate principal amount not in excess

of the greater of (x) $200,000,000 and (y) 50.0% of Trailing Adjusted Operating Cash Flow at any one time outstanding (such

amount measured solely when incurred, created or assumed), and any Other Refinancing Indebtedness with respect thereto;

(t)             secured

Indebtedness of the Borrower or any of the Subsidiaries; provided that (i) all such Indebtedness incurred after the Amendment

Effective Date shall have a final stated maturity date that is no earlier than the Existing Revolving Facility Maturity Date, (ii) immediately

before and immediately after the incurrence thereof, no Event of Default shall or would exist, (iii) immediately after giving Pro

Forma Effect thereto, (x) in the case of Indebtedness incurred under this clause (t) that is secured by a Lien on any of the

Collateral on an equal priority basis or senior priority basis with the Liens securing the First Lien Obligations or secured by assets

of the Borrower and the Subsidiaries that are not Collateral, the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not

exceed 4.00 to 1.00 or (y) in the case of Indebtedness incurred under this clause (t) that is secured by a Lien on any of the

Collateral on a basis that is junior in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement,

the Secured Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.50 to 1.00, and (iv) if any Indebtedness incurred

under this clause (t) is secured by Liens on the Collateral, the holders of such Indebtedness (or an agent on their behalf) shall

have entered into the applicable Intercreditor Agreement (or, if such Intercreditor Agreement shall then exist, shall have become a party

to and otherwise bound by the terms thereof), and any Other Refinancing Indebtedness with respect thereto;

(u)            Indebtedness

in an aggregate principal amount (such outstanding amount measured solely when incurred, created or assumed) not to exceed 100% of the

Net Proceeds received by the Borrower after the Amendment Effective Date from the issuance and sale of its Qualified Equity or any cash

contribution to its common equity that, in each case, is Not Otherwise Applied, and any Other Refinancing Indebtedness with respect thereto;

(v)            Permitted

Incremental Equivalent Debt and any Other Refinancing Indebtedness with respect thereto;

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(w)            Indebtedness

consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each

case, in the ordinary course of business; and

(x)             to

the extent constituting Indebtedness, (i) obligations in an aggregate amount not exceeding $350,000,000 related to grants or awards

from governmental entities, non-profit entities or other foundations and (ii) guarantees by any Loan Party of any such Indebtedness;

For purposes of determining

compliance with this Section 7.1: (i) in the event that an item of Indebtedness (or any portion thereof) at any time, whether

at the time of incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more

than one of the categories of permitted Indebtedness described in clauses (a) through (x) above, the Borrower, in its sole discretion,

may divide and classify and may subsequently re-divide and reclassify, such item of Indebtedness (or any portion thereof) and will only

be required to include the amount and type of such Indebtedness (or a portion thereof) in such of the above clauses as determined by the

Borrower at such time; provided that all Indebtedness incurred hereunder on the Amendment Effective Date will, at all times, be

treated as incurred on the Amendment Effective Date under Section 7.1(a) and may not be reclassified; and (ii) the Borrower

is entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first paragraph

of this Section 7.1 in accordance with Section 1.6, subject to the proviso to the preceding clause (i).

This Agreement will not treat

(1) unsecured Indebtedness as subordinated or junior in right of payment to secured Indebtedness merely because it is unsecured or

(2) senior Indebtedness as subordinated or junior in right of payment to any other senior Indebtedness merely because it has a junior

priority with respect to the same collateral.

The accrual of interest, the

accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence

of Indebtedness for purposes of this Section 7.1. The principal amount of any non-interest-bearing Indebtedness or other discount

security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower

dated such date prepared in accordance with GAAP.

Section 7.2             Liens.

The Borrower will not, and will

not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired

by it, except:

(a)             Liens

created under the Loan Documents;

(b)            Permitted

Encumbrances;

Lien on any property or asset of the Borrower or any Subsidiary to the extent existing on the Amendment Effective Date and, to the extent

securing Indebtedness in an aggregate principal amount in excess of $2,500,000, set forth in Schedule 7.2; provided that

such Lien shall secure only those obligations which it secured on the Amendment Effective Date and any extensions, renewals and replacements

thereof that do not increase the amount thereof, other than accrued interest, fees, premiums (if any) and penalties thereon and reasonable

fees and expenses associated with any such extension, renewal or replacement;

148

(d)            (i) Liens

to secure the Indebtedness permitted by Section 7.1(e), (k)(ii)(1), (k)(2)(x), (k)(2)(y), (l), (m), (n), (o), (r), (t) or (v),

(ii) Liens (other than Liens on Collateral) to secure the Indebtedness permitted by Section 7.1(h) or (j) and (iii) Liens

securing grants or awards from governmental entities, non-profit entities or other foundations so long as the aggregate repayment obligations

(if any) due and payable under such grants or awards do not exceed $350,000,000 at any one time outstanding (such amount measured solely

when any such repayment obligation becomes due and payable);

(e)            any

Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property

or asset of any Person that becomes a Subsidiary after the Amendment Effective Date prior to the time such Person became or becomes a

Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such

Person becoming a Subsidiary, as applicable, (ii) such Lien shall not apply to any other property or assets of the Borrower or any

Subsidiary (plus (A) improvements on such property, accessions, proceeds, replacements or distributions in respect thereof, and (B) if

such Liens encumbered types of assets, additional assets of that same type) and (iii) such Lien shall secure only the Indebtedness

and other obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as applicable, and

any Other Refinancing Indebtedness in respect of such Indebtedness;

(f)             any

encumbrance or restriction (including, without limitation, put and call agreements and transfer restrictions, but not other Liens) with

respect to the Equity Interest of any joint venture or similar arrangement created pursuant to the joint venture or similar agreements

with respect to such joint venture or similar arrangement;

(g)            Liens

in an aggregate amount not exceeding the greater of (x) $20,000,000 and (y) 5.0% of Trailing Adjusted Operating Cash Flow at

any one time outstanding (such amount measured solely when incurred, created or assumed);

(h)            Liens

on Equity Interests of Unrestricted Subsidiaries securing obligations of such Unrestricted Subsidiaries;

(i)              Liens

on the property of any Securitization Entity pursuant to a Securitization, the sale of accounts receivable pursuant to a Securitization

and Liens resulting from the characterization of such sale as secured indebtedness; and

(j)              any

modifications, replacements, renewals or extensions (or successive modifications, replacements, renewals or extensions), in whole or in

part, of any Liens referred to in any of clauses (c), (d) or (e); provided, that any such Lien will be limited to all or part

of the same property that secured the original Lien (plus (i) improvements on such property, accessions, proceeds, replacements or

distributions in respect thereof, and (ii) if such Liens encumbered types of assets, additional assets of that same type).

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For purposes of determining

compliance with this Section 7.2, (i) a Lien need not be incurred solely by reference to one clause described in the preceding

paragraph, but is permitted to be incurred in part under any combination thereof and of any other available exemption and (ii) in

the event that a Lien (or any portion thereof) meets the criteria of one or more of the clauses described in the preceding paragraph,

the Borrower will, in its sole discretion, be entitled to divide, classify or reclassify, in whole or in part, any such Lien (or any portion

thereof) among one or more of such clauses in any manner at any time in accordance with Section 1.6; provided that the Liens

securing Indebtedness incurred hereunder on the Amendment Effective Date will, at all times, be treated as incurred under clause (a) of

the preceding paragraph and may not be reclassified in accordance with Section 1.6.

Section 7.3             Fundamental

Changes.

(a)             The

Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person

to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions)

all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that,

provided that both immediately before and after giving effect thereto, no Event of Default shall or would exist:

(i)            the

Borrower may merge or consolidate with any Person; provided that (x) (a) the Borrower shall be the surviving entity thereof

or (b) if the surviving entity is not the Borrower (such other person, the “Successor Borrower”), (i) the

Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of

Columbia, (ii) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other

Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (iii) each

Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement hereto confirmed that its Guarantee

hereunder shall apply to any Successor Borrower’s obligations under this Agreement, (iv) each Guarantor, unless it is the other

party to such merger or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder

shall apply to its Guarantee as reaffirmed pursuant to clause (iii) and (v) the Successor Borrower shall have delivered to the

Administrative Agent (1) a certificate of a Responsible Officer stating that such merger or consolidation does not violate this Agreement

or any other Loan Document and (2) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger

or consolidation does not create a Default under this Agreement and covering such other matters as the Administrative Agent may reasonably

request (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the

Borrower under this Agreement), (y) immediately after giving effect thereto, the Borrower or the Successor Borrower, as applicable,

shall be in compliance on a Pro Forma Basis with the Financial Covenant as of the most recent fiscal quarter end (assuming, for purposes

of the Financial Covenant, that all mergers, acquisitions and dispositions consummated since the first day of such fiscal quarter, had

occurred on the first day of such fiscal quarter) and (z) to the extent reasonably requested by the Administrative Agent at least

10 Business Days prior to the consummation of such transaction, the Administrative Agent shall have received at least three Business Days

prior to such consummation all documentation and other information in respect of the Successor Borrower required under applicable “know

your customer” and Anti-Money Laundering Laws;

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(ii)            (A) any

Subsidiary may merge or consolidate with or into the Borrower in a transaction in which the Borrower is the surviving Person, (B) any

Subsidiary Guarantor may merge or consolidate with or into any Subsidiary in a transaction in which a Subsidiary Guarantor is the surviving

Person, and (C) any Excluded Subsidiary may merge or consolidate with or into any other Subsidiary (including another Excluded Subsidiary)

in a transaction in which such other Subsidiary is the surviving Person;

(iii)           any

Subsidiary may merge or consolidate with any other Person; provided that (x) either such Subsidiary is the surviving Person

and such merger or consolidation is not prohibited by Section 7.5 or (y) such other Person is the surviving Person and either

such merger or consolidation is not prohibited by Section 7.7 or such merger or consolidation is not prohibited by Section 7.5;

provided, further, that if such Subsidiary was a Subsidiary Guarantor and such other Person is the surviving Person, (a) such

surviving Person shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia,

(b) such successor Person shall, to the extent required by, and in accordance with, Section 6.11, become a Subsidiary Guarantor

by expressly assuming all the obligations of applicable Subsidiary Guarantor under this Agreement and the other Loan Documents pursuant

to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent;

(iv)           (A) the

Borrower may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Subsidiary Guarantor, (B) any

Subsidiary Guarantor may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to any

other Subsidiary Guarantor (upon voluntary liquidation or dissolution or otherwise), and (C) any Excluded Subsidiary may sell, transfer,

lease or otherwise dispose of all or substantially all of its assets to the Borrower or any Subsidiary (upon voluntary liquidation or

dissolution or otherwise);

(v)            any

Subsidiary may sell, transfer, lease or otherwise dispose of its assets, provided that such sale, transfer, lease or other disposition

is permitted by (i) Section 7.7 (other than Section 7.7(c)(ii)) or (ii) Section 7.8 (other than Section 7.8(n)(ii));

and

(vi)           any

Subsidiary may liquidate, wind up or dissolve so long as (A) the assets of any such Subsidiary that is a Subsidiary Guarantor are

transferred to the Borrower or another Subsidiary Guarantor, or (B) the assets of any such Subsidiary that is an Excluded Subsidiary

are transferred to the Borrower or a Subsidiary;

151

provided further that, any

determination as to whether a Person (including the Borrower or any Subsidiary) has sold, transferred, leased or otherwise disposed

of all or substantially all of its assets in connection with any transaction shall exclude from such determination all Liberty

Dividend Assets involved in such transaction. Notwithstanding anything herein to the contrary, any transaction by the Borrower or

any Subsidiary the purpose of which is to redomesticate such entity in any United States jurisdiction (including any state or

territory thereof or the District of Columbia) shall be permitted under the Loan Documents so long as such redomestication is for a

bona fide business purpose.

(b)            The

Borrower will not, and will not permit any Subsidiary thereof to, engage in any business other than businesses of the type conducted by

the Borrower and the Subsidiaries on the Amendment Effective Date, the ownership of the Equity Interests of any Liberty Subsidiary or

the Contributed Ventures Assets, and businesses which are now, or which in the future shall have become, reasonably related thereto or

a reasonable extension thereof, and any other Similar Business.

Section 7.4             Investments.

The Borrower will not, and will

not permit any Subsidiary to, purchase, hold or acquire (including pursuant to any merger) any Equity Interest, evidences of indebtedness

or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make any loans or advances to,

or make any Guarantee of any obligations of, any other Person (all of the foregoing, “Investments”), except:

(a)             Investments

in Cash Equivalents;

(b)            (i) Investments

existing on, or contractually committed as of, the Amendment Effective Date and, to the extent the Fair Market Value of any such Investment

is in excess of $2,500,000, set forth on Schedule 7.4, (ii) Investments existing on the Amendment Effective Date by the Borrower

in the Equity Interests of any subsidiary and of any Subsidiary in any subsidiary, and (iii) Investments in CoBank Equities and any

other stock or securities of, or Investments in, CoBank or its investment services or programs;

by any Person in existence at the time such Person becomes a Subsidiary; provided such Investment was not made in connection with

or anticipation of such Person becoming a Subsidiary;

(d)            Investments

permitted by (i) Section 7.3, (ii) Section 7.5 (other than Section 7.5(d)) or (iii) Section 7.9;

(e)             Investments

(i) made by the Borrower in any Subsidiary Guarantor, (ii) made by any Subsidiary Guarantor in the Borrower or any other Subsidiary

Guarantor, (iii) made by any Excluded Subsidiary in any other Excluded Subsidiary, or (iv) by any Subsidiary in any Loan Party;

152

(f)             loans,

advances and Guarantees of Indebtedness permitted by Section 7.1;

(g)            Guarantees

by the Borrower or any Subsidiary to the extent that, immediately before and immediately after giving Pro Forma Effect thereto (i) no

Default shall or will exist, and (ii) the Secured Leverage Ratio would not be greater than 4.00:1.00;

(h)            Investments

(other than Guarantees) by the Borrower and the Subsidiaries to the extent that immediately before and immediately after giving effect

thereto no Default shall or would exist, and

(i)            immediately

before and immediately after giving Pro Forma Effect thereto the Secured Leverage Ratio would not be greater than 4.00:1.00, or

(ii)            immediately

after giving effect thereto (1) the aggregate outstanding principal balance of all debt Investments (valued at the time of the making

thereof) made pursuant to this Section 7.4(h)(ii) since the Amendment Effective Date would not exceed the greater of (x) $32,000,000

and (y) 8.0% of Trailing Adjusted Operating Cash Flow, and (2) the aggregate outstanding amount of all other Investments (valued

at the time of the making thereof) made pursuant to this Section 7.4(h)(ii) since the Amendment Effective Date would not exceed

the greater of (x) $32,000,000 and (y) 8.0% of Trailing Adjusted Operating Cash Flow;

(i)              Investments

under Hedging Agreements permitted hereunder;

(j)              Investments

arising out of the receipt by the Borrower or any Subsidiary of non-cash consideration for any sale of assets permitted under Section 7.7;

(k)             Investments

arising out of the receipt by the Borrower or any Subsidiary of Restricted Payments permitted under Section 7.8 (other than Section 7.8(n)(iii))

or from any Liberty Subsidiary;

(l)              Investments

by the Borrower or any Subsidiary in an amount not to exceed the Cumulative Credit at the time of the making of such Investment (measured

as of the date such Investment is made); provided that no Event of Default has occurred and is continuing or would result therefrom;

(m)            Investments

pursuant to Permitted NMTC Transactions;

(n)            Investments

received in connection with the bankruptcy or reorganization of suppliers and customers of the Borrower or any Subsidiary in settlement

of obligations and disputes;

(o)            Investments

in Excluded Subsidiaries to the extent funded with the proceeds of a concurrent distribution from one or more Excluded Subsidiaries;

(p)            loans

and advances to employees in the ordinary course of business not in excess of the greater of (x) $20,000,000 and (y) 5.0% of

Trailing Adjusted Operating Cash Flow in aggregate principal amount outstanding at any one time (such amount measured solely when such

loans or advances are made);

153

(q)            [reserved];

(r)             Investments

between or among the Borrower, the Subsidiaries and the Liberty Subsidiaries for cash management purposes in the ordinary course of business;

(s)             Investments

to the extent that payment for such Investments is made with Qualified Equity of the Borrower that is Not Otherwise Applied;

(t)             Investments

by the Borrower or any Subsidiary in a Liberty Subsidiary (x) with the proceeds of any contribution to the common equity capital

of the Borrower or the sale of Equity Interests of the Borrower permitted under Section 7.7 or (y) that consists of a capital

contribution (by means of any transfer of cash or other property) by the Borrower or any Subsidiary, the proceeds of which are then promptly

used by such Liberty Subsidiary to make a capital contribution, dividend or distribution to a Subsidiary;

(u)            [reserved];

and

(v)            Investments

in Unrestricted Subsidiaries or in joint ventures in an amount outstanding pursuant to this clause (v) (valued at the time of the

making thereof,) not to exceed the greater of (x) $12,000,000 and (y) 3.0% of Trailing Adjusted Operating Cash Flow; provided

that in the case of clauses (h), (l), (o) and (v) above, no Investment in an Unrestricted Subsidiary made pursuant to any such

clause may be in the form of intellectual property that is material to the business of the Borrower and its Subsidiaries. For the avoidance

of doubt, the outstanding amount of any Investment made pursuant to this Section 7.4 shall be reduced by any returns on such Investments

received by the Borrower or any Subsidiary without duplication of any returns on Investments that increase the Cumulative Credit.

For purposes of determining

compliance with this Section 7.4, (i) an Investment need not be incurred solely by reference to one clause described in the

preceding paragraph, but is permitted to be incurred in part under any combination thereof and of any other available exemption and (ii) in

the event that an Investment (or any portion thereof) meets the criteria of one or more of the clauses described in the preceding paragraph,

the Borrower will, in its sole discretion, be entitled to divide, classify or reclassify, in whole or in part, any such Investment (or

any portion thereof) among one or more of such clauses in any manner at any time.

Section 7.5             Acquisitions.

The Borrower will not, and will

not permit any Subsidiary to (i) purchase or otherwise acquire (in any one transaction or any series of related transactions and,

including by merger, consolidation or otherwise) (1) all or substantially all of the property of any Person or (2) any business

or division of any Person, or (ii) cause any Person to become a Subsidiary thereof (each of the transactions described in clauses

(i) and (ii) immediately above, an “Acquisition”), except:

154

(a)            Acquisitions

by (i) the Borrower from any Subsidiary Guarantor, (ii) any Subsidiary Guarantor from the Borrower or any other Subsidiary,

and (iii) the Borrower or any Subsidiary Guarantor from any Subsidiary or, in the case of Permitted NMTC Transactions, NMTC Subsidiary;

(b)             Acquisitions

by any Excluded Subsidiary from any other Excluded Subsidiary; provided that after giving effect to any such Acquisition no Unrestricted

Subsidiary shall own any intellectual property that is material to the business of the Borrower and its Subsidiaries;

by the Borrower or any Subsidiary involving consideration to be paid by the Borrower and the Subsidiaries in an amount not to exceed the

Cumulative Credit at the time of the making of such Acquisition (measured as of the date such Acquisition is made); provided that

no Event of Default has occurred and is continuing or would result therefrom;

(d)            Acquisitions

permitted by Section 7.4 (other than Section 7.4(d)(ii));

(e)            Acquisitions

by the Borrower or any Subsidiary, if each of the following conditions is met:

(i)             immediately

before and immediately after giving effect thereto no Default shall or would exist;

(ii)            the

Board of Directors of the Person to be acquired shall not have indicated publicly its opposition to the consummation of such transaction

(which opposition has not been publicly withdrawn);

(iii)           all

transactions in connection therewith shall be consummated in accordance with all applicable requirements of law (including, without limitation,

all State Law and State Regulations);

(iv)           [reserved];

and

(v)            (A) immediately

before and immediately after giving Pro Forma Effect to such transaction, the Secured Leverage Ratio would not be greater than 4.00:1.00,

or (B) immediately after giving effect thereto, the aggregate consideration paid by the Borrower and the Subsidiaries pursuant to

this Section 7.5(e)(v)(B) since the Amendment Effective Date would not exceed the greater of (x) $32,000,000 and (y) 8.0%

of Trailing Adjusted Operating Cash Flow (such amount measured solely when any such Acquisition is consummated);

provided that the aggregate amount

of Acquisitions of Subsidiaries of the Borrower that are not Subsidiary Guarantors under this clause (e) shall not exceed the greater

of (x) $32,000,000 and (y) 8.0% of Trailing Adjusted Operating Cash Flow (such amount measured solely when such Acquisition

is consummated);

155

(f)             Acquisitions

arising out of the receipt by the Borrower or any Subsidiary of property or assets pursuant to an asset sale made by a Liberty Subsidiary;

and

(g)            Acquisitions

made on or prior to the Amendment Effective Date in compliance with the Existing Credit Agreement.

For purposes of determining

compliance with this Section 7.5, (i) an Acquisition need not be incurred solely by reference to one clause described in the

preceding paragraphs, but is permitted to be incurred in part under any combination thereof and of any other available exemption and (ii) in

the event that an Acquisition (or any portion thereof) meets the criteria of one or more of the clauses described in the preceding paragraphs,

the Borrower will, in its sole discretion, be entitled to divide, classify or reclassify, in whole or in part, any such Acquisition (or

any portion thereof) among one or more of such clauses in any manner at any time.

Section 7.6             [Reserved].

Section 7.7             Dispositions.

The Borrower will not, and will

not permit any Subsidiary to, Dispose (including pursuant to a merger or a Division) of any asset (other than cash and Cash Equivalents),

including any Equity Interest (but not including the issuance of any Equity Interest of the Borrower), and the Borrower will not permit

any Subsidiary to issue any Equity Interest, except:

(a)             (i) sales,

transfers, leases and other dispositions of used or surplus equipment or other obsolete or, in the reasonable judgment of Borrower, unnecessary

assets, (ii) the licensing of intellectual property by the Borrower to any Subsidiary Guarantor, (iii) the substantially contemporaneous

exchange of equipment by any Subsidiary for property of a like kind, to the extent that the equipment received by such Subsidiary in such

exchange is of a value equivalent to the value of the equipment exchanged (provided that after giving effect to such exchange,

the value of the property subject to perfected first priority Liens in favor of the Administrative Agent under the Security Documents

is not materially reduced), and (iv) the sale, transfer or other disposition of property and inventory in the ordinary course of

business;

(b)            sales,

transfers, leases and other dispositions (i) made by the Borrower to any Subsidiary Guarantor, (ii) made by any Subsidiary to

the Borrower or any Subsidiary Guarantor, and (iii) made by any Excluded Subsidiary to any other Excluded Subsidiary or to the Borrower

or any Subsidiary;

permitted by Section 7.2, (ii) sales, transfers, leases and other dispositions permitted by Section 7.3 (other than Section 7.3(a)(iii)(y) (solely

as it refers to this Section 7.7)), (iii) Investments permitted by Section 7.4, (iv) Acquisitions permitted by Section 7.5,

(v) Sale and Leaseback Transactions permitted by Section 7.6, and (vi) Restricted Payments permitted by Section 7.8

(other than Section 7.8(n)(vi));

(d)            the

sale, transfer, lease and other disposition or abandonment of intellectual property that is, in the reasonable judgment of the Borrower,

no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and the Subsidiary Guarantors

taken as a whole;

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(e)             the

sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the

ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice

(and not part of any bulk sale or financing of receivables);

(f)             sales

of accounts receivable, proceeds thereof and interests therein under any Securitization;

(g)            issuances

of Equity Interests (i) by any Subsidiary (x) to the Borrower or any Subsidiary or (y) to any other Person so long as the

issuance of such Equity Interests are made pro rata based on the ownership of the Equity Interests of such Subsidiary immediately prior

to such issuance, (ii) by any Excluded Subsidiary to any other Excluded Subsidiary (other than any Unrestricted Subsidiary) or to

the Borrower or any Subsidiary and (iv) by GCI Holdings to Ventures Holdco or any other Liberty Subsidiary (provided that

such other Liberty Subsidiary pledges such Equity Interests pursuant to the Ventures Holdco Pledge Agreement or another pledge agreement

in form and substance substantially similar to the Ventures Holdco Pledge Agreement);

(h)            any

sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i)              issuances

of Equity Interests by any Subsidiary to the extent arising out of (i) an Investment by the Borrower or any other Subsidiary permitted

by Section 7.4, (ii) a sale, transfer or other disposition by the Borrower or any Subsidiary permitted by Section 7.7(j),

or (iii) a Restricted Payment made by the Borrower or any Subsidiary permitted by Section 7.8;

(j)              sales,

transfers, leases and other dispositions of assets by the Borrower or any Subsidiary and issuances of Equity Interests by a Subsidiary,

if each of the following conditions is met:

(i)             immediately

before and immediately after giving effect thereto, no Default shall exist or would occur;

(ii)            the

aggregate consideration received by the Borrower and the Subsidiaries in connection therewith shall not be less than the Fair Market Value

of the property transferred by the Borrower and the Subsidiaries in connection therewith;

(iii)            the

terms thereof shall be “arm’s length”; and

(iv)           immediately

before and immediately after giving Pro Forma Effect thereto, the Secured Leverage Ratio would not be greater than 4.00:1.00;

(k)            sales,

transfers, leases and other dispositions of Real Property owned by the Borrower or any Subsidiary as of the Amendment Effective Date or

Towers in a Sale and Leaseback Transaction to the extent that the incurrence of Indebtedness and Liens with respect to such transaction

are permitted by Section 7.1 and Section 7.2;

157

(l)

sales, transfers, leases and other dispositions of Equity Interests of any

Liberty Subsidiary by the Borrower or any Subsidiary;

(m)            the

Disposition of property; provided that (i) except in the case of a Permitted Asset Swap, at least 75% of the consideration

received in connection therewith consists of cash or Cash Equivalents (provided, however, that (x) any Designated Non-Cash

Consideration received by the Borrower or the applicable Subsidiary having an aggregate Fair Market Value, taken together with all other

Designated Non-Cash Consideration received pursuant to this subclause (i) that is at that time outstanding, not in excess of the

greater of (1) $32,000,000 and (2) 8.0% of Trailing Adjusted Operating Cash Flow, calculated at the time of the receipt of the

Designated Non-Cash Consideration (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the

time received and without giving effect to subsequent changes in value), shall be deemed to be cash consideration, (y) any securities,

notes or other obligations or assets received by the Borrower or any Subsidiary from such transferee or in connection with such Disposition

(including earn-outs and similar obligations) that are converted by the Borrower or a Subsidiary into cash or Cash Equivalents, or by

their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within

180 days following the closing of such Disposition, shall be deemed to be cash consideration in an amount equal to the amount of such

cash consideration and (z) any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet

provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary, other than liabilities that are by their terms subordinated

to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which

the Borrower or such Subsidiary shall have been validly released by the applicable creditors in writing shall be deemed to be cash consideration

in an amount equal to the liabilities so assumed), (ii) at the time of such Disposition no Event of Default exists or would result

therefrom and (iii) the Net Proceeds thereof are applied in accordance with Section 2.7(c);

(n)            (i) any

termination of any lease in the ordinary course of business, (ii) any expiration of any option agreement in respect of real or personal

property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or

litigation claims (including in tort) in the ordinary course of business; and

(o)            terminations

or unwinds of Hedging Agreements; provided that notwithstanding the foregoing, in no event shall the Borrower or any Subsidiary

dispose of, contribute or otherwise transfer to an Unrestricted Subsidiary any intellectual property that is material to the business

of the Borrower and its Subsidiaries.

Section 7.8             Restricted

Payments.

The Borrower will not, and will

not permit any Subsidiary to, declare or make, or agree to pay for or make any Restricted Payment, except:

(a)             the

Borrower may declare and pay dividends and other distributions with respect to its Equity Interests payable solely in common Equity Interests;

158

(b)            (i) any

Subsidiary may declare and make Restricted Payments to the Borrower or any other Subsidiary, and (ii) any Excluded Subsidiary may

declare and pay Restricted Payments to the Borrower or any Subsidiary;

Subsidiary that is not a Wholly Owned Subsidiary may declare and pay cash dividends to its equity holders generally so long as the Borrower

(or a Subsidiary thereof which owns the equity interests in the Subsidiary paying such dividend) receives at least its proportional share

thereof (based upon its relative holding of the equity interests in the Subsidiary paying such dividend and taking into account the relative

preferences, if any, of the various classes of Equity Interests issued by such Subsidiary);

(d)            all

Restricted Payments made on or prior to the Amendment Effective Date in compliance with the Existing Credit Agreement;

(e)             the

Borrower may declare and pay Restricted Payments directly or indirectly to any direct or indirect parent of the Borrower (A) to permit

payment of franchise and similar Taxes, and other fees and expenses, required to maintain its corporate existence, (B) for any taxable

period (or portion thereof) for which the Borrower and/or any of its subsidiaries are members of a consolidated, combined or similar income,

franchise, or similar Tax group for U.S. federal and/or applicable state or local income, franchise, or similar Tax purposes of which

a current or former direct or indirect parent of the Borrower (or the successor thereto) is the common parent (a “Tax Group”)

or for which the Borrower is a disregarded entity or a partnership owned directly or indirectly by a corporate parent (a “Corporate

Parent”), to pay the portion of any consolidated, combined or similar U.S. federal, state or local income, franchise, or similar

Taxes of such Tax Group (either directly or through a payment under the GCI Divestiture Tax Sharing Agreement), or the portion of the

U.S. federal, state or local income, franchise, or similar Taxes of such Corporate Parent (or any consolidated, combined or similar income,

franchise or similar Tax group of which such Corporate Parent is a member), as applicable, for such taxable period (or portion thereof)

that are attributable to the income or, for franchise and similar tax purposes, other applicable Tax items (including, without limitation,

gross receipts) of the Borrower and/or its applicable subsidiaries; provided that (i) for any taxable period, the amount distributable

under this Section 7.8(e)(B) to direct or indirect parents of the Borrower, in the aggregate shall not exceed the amount of

such Taxes that the Borrower and/or its applicable subsidiaries would have paid had the Borrower and/or such subsidiaries, as applicable,

been a stand-alone corporate taxpayer (or stand-alone corporate group) for all relevant taxable periods (or portions thereof) and (ii) distributions

in respect of an Unrestricted Subsidiary shall be permitted under this paragraph (e) only to the extent that cash distributions were

made by such Unrestricted Subsidiary to any Loan Party for such purpose, (C) to permit payments with respect to each applicable taxable

year required to be paid by GCI Liberty (or its successor or assign) pursuant to the GCI Divestiture Tax Receivables Agreement, to the

extent such payments (x) are (i) based on actual cash Tax savings resulting from the basis step-up attributable to elections

(including protective elections) under Section 336(e) or 338(h)(10) of the Code and the US Treasury regulations thereunder

(and any comparable provisions of state or local tax law) in connection with the GCI Spin-Off and (ii) attributable (based on the

computation set forth in the GCI Divestiture Tax Receivables Agreement) to the portion of such basis step-up resulting from Applicable

Taxes exceeding $420,000,000, or (y) consist of any interest on any payments permitted to be funded under clause (x), excluding,

for the avoidance of doubt, any payments of any accelerated lump sum amount (resulting from any early termination of the GCI Divestiture

Tax Receivables Agreement or otherwise) to the extent such accelerated lump sum amount exceeds the amount that would have been payable

under the GCI Divestiture Tax Receivables Agreement with respect to the applicable taxable year in the absence of such acceleration, and

(D) without duplication of any amounts otherwise permitted under Section 7.8(e)(A), (B) or (C), to permit any payment required

to be made by GCI Liberty (or its successor or assign), in connection with any dispute under the GCI Divestiture Tax Sharing Agreement,

of GCI Liberty’s portion of the costs of any mediator or independent accountant;

159

(f)              the

Borrower or any Subsidiary may make Restricted Payments in an aggregate amount not to exceed the Cumulative Credit at such time; provided

that Restricted Payments made pursuant to this clause (f) with the OCF Builder Prong or the Starter Prong of the Cumulative Credit

shall only be permitted (A) so long as no Event of Default has occurred and is continuing or would result therefrom and (B) if,

after giving Pro Forma Effect to such Restricted Payment, the Secured Leverage Ratio would not exceed 4.50 to 1.00;

(g)            the

Borrower or any Subsidiary may declare and pay Restricted Payments; provided that (i) immediately before and immediately after

giving effect thereto no Default shall or would exist, and (ii)(A) immediately before and after giving Pro Forma Effect thereto the

Secured Leverage Ratio would not exceed 4.00:1.00, or (B) immediately after giving effect thereto, the amount of all Restricted Payments

made pursuant to this Section 7.8(g)(ii)(B) since the Amendment Effective Date would not exceed the greater of (x) $20,000,000

and (y) 5.0% of Trailing Adjusted Operating Cash Flow in the aggregate (such amount measured solely when any such Restricted Payment

is made);

(h)            the

distribution, as a dividend or otherwise, or other transfer or disposition of shares of Equity Interests in (i) Unrestricted Subsidiaries

(other than Unrestricted Subsidiaries substantially all the assets of which are cash and Cash Equivalents) or, (ii) if immediately

before and after giving Pro Forma Effect thereto the Secured Leverage Ratio would not exceed 4.00:1.00, Liberty Subsidiaries;

(i)              the

Borrower or any Subsidiary may declare or pay Restricted Payments between or among the Borrower, any Subsidiary or any Liberty Subsidiary

for cash management purposes in the ordinary course of business;

(j)              any

Subsidiary may declare or pay Restricted Payments to a Liberty Subsidiary the proceeds of which are then promptly used to declare or pay,

as applicable, a Restricted Payment to the Borrower or any Subsidiary Guarantor;

(k)             the

Borrower or any Subsidiary may declare or pay Restricted Payments with the proceeds of any dividend, distribution or capital contribution

received by the Borrower or such Subsidiary from a Liberty Subsidiary; provided that at the time of such dividend, distribution

or capital contribution from such Liberty Subsidiary and after giving effect thereto (x) no Default or Event of Default shall have

occurred and be continuing and (y) the Secured Leverage Ratio shall not exceed 4.50:1.00;

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(l)              the

Borrower may declare or pay any Restricted Payment in cash, provided that (x) immediately before and immediately after giving effect

to such Restricted Payment no Default shall exist or would occur, and (y) the proceeds thereof are used promptly (i) for the

payment of principal and interest payments then due and owing in respect of Indebtedness of its parent companies or (ii) to fund

any amounts payable pursuant to preferred stock issued by its parent companies;

(m)            [reserved];

(n)            to

the extent constituting a Restricted Payment, Restricted Payments may be made under any transactions permitted by (i) Section 7.1,

(ii) Section 7.3 (other than Section 7.3(a)(v)(ii)), (iii) Section 7.4, (iv) Section 7.5, (v) Section 7.6,

(vi) Section 7.7 (other than Section 7.7(c)(vi)) and (vii) Section 7.9; and

(o)            the

Borrower or any Subsidiary may make Restricted Payments that are used to purchase, redeem, retire, acquire, cancel or terminate Equity

Interests of the Borrower or any Parent Company, as the case may be, held by officers, directors or employees or former officers, directors

or employees (or their transferees, estates or beneficiaries under their estates); provided, however, that the amount paid in connection

with all such Restricted Payments pursuant to this clause (o) shall not exceed in any fiscal year the greater of (x) $15,000,000

(with unused amounts in any fiscal year permitted to be applied in any subsequent fiscal year) and (y) 5.0% of Trailing Adjusted

Operating Cash Flow (such amount measured solely when made)

Section 7.9             Prepayments.

The Borrower will not, and will

not allow any Subsidiary to, (x) prepay any interest owing under the Senior Notes or Other Replacement Debt or (y) voluntarily

prepay, repurchase, redeem of defease any principal in respect of the Senior Notes or Other Replacement Debt, in each case other than:

(a)             prepayments,

repurchases, redemptions or defeasances of any Senior Notes or Other Replacement Debt prior to the stated maturity thereof, in an amount

not to exceed the Cumulative Credit at such time; provided that prepayments made pursuant to this clause (a) with the OCF

Builder Prong or the Starter Prong of the Cumulative Credit shall only be permitted (i) so long as no Event of Default has occurred

and is continuing or would result therefrom and (ii) if, after giving Pro Forma Effect to such prepayment, repayment, repurchase,

redemption or defeasance the Secured Leverage Ratio would not be greater than 4.50 to 1.00;

(b)            with

the proceeds of one or more Loans and/or cash on hand, provided that immediately before and immediately after giving Pro Forma

Effect to each such prepayment, the Secured Leverage Ratio would not be greater than 4.00:1.00; or

connection with the prepayment of such Indebtedness with cash proceeds from Other Replacement Debt.

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Section 7.10           Transactions

with Affiliates.

The Borrower will not, and will

not permit any Subsidiary to, sell, transfer, lease or otherwise dispose of (including pursuant to a merger) any property or assets to,

or purchase, lease or otherwise acquire (including pursuant to a merger) any property or assets from, or otherwise engage in any other

transactions with, any Affiliate thereof (including any Liberty Subsidiary) involving aggregate payments or Fair Market Value in respect

of each such transaction or series of related transactions in excess of the greater of (i) $32,000,000 and (ii) 8.0% of Trailing

Adjusted Operating Cash Flow, except (a) as set forth on Schedule 7.10, (b) for general corporate services in the ordinary

course of business, including the provision of insurance, (c) transactions between or among the Borrower and any Subsidiary or Subsidiaries,

(d) transactions between the Borrower or any Subsidiary and any Liberty Subsidiary at prices and on terms and conditions not less

favorable to the Borrower or such Subsidiary than could be obtained on an “arm’s length” basis from unrelated third

parties, (e) transactions that are in the ordinary course of business at prices and on terms and conditions not less favorable to

the Borrower or such Subsidiary than could be obtained on an “arm’s length” basis from unrelated third parties, (f) any

transaction or series of transactions (including any contract or agreement) with any Liberty Subsidiary contemplated by, or entered into

pursuant to or in connection with, the Reorganization Agreement (including any tax sharing arrangement), (g) [reserved], (h) any

issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment

arrangements, equity purchase agreements, stock options and stock ownership plans approved by the board of directors of the Borrower,

(i) the payment of fees, reasonable out-of-pocket costs and indemnities to directors, officers, consultants and employees of the

Borrower and the Subsidiaries in the ordinary course of business, (j) any transaction or series of transactions (including any contract

or agreement) in connection with the Predecessor Liberty Broadband Merger as contemplated by the Predecessor Liberty Broadband Merger

Agreement or the GCI Spin-Off as contemplated by the Liberty Broadband Merger Agreement, (k) transactions entered into by any Person

prior to the time such Person became a Subsidiary or was merged or consolidated into the Borrower or a Subsidiary (so long as such transactions

were not entered into in contemplation of such event), (l) transactions where the only consideration paid by any Loan Party is Qualified

Equity of the Borrower, and (m) the Permitted NMTC Transactions; provided that this Section shall not apply to (x) any

Restricted Payment made by the Borrower to its parent to the extent permitted under Section 7.8, (y) any transaction between

or among the Borrower and/or any Subsidiary, or between or among the Borrower and/or any Subsidiary and any Liberty Subsidiary (in each

case not involving any other Affiliate) to the extent permitted under Sections 7.1, 7.3, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9 or 7.11 or (z) the

guarantees permitted under Section 7.1(i).

162

Section 7.11           Restrictive

Agreements.

The Borrower will not, and will

not permit any Subsidiary Guarantor to enter into any agreement or other arrangement binding on the Borrower or such Subsidiary Guarantor

that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create or

incur any Lien (other than Liens prohibited under any cable television Franchise agreement relating to the Borrower or any Subsidiary

Guarantor) upon any of its property or assets, unless such agreement or arrangement does not prohibit, restrict or impose any condition

that has not been satisfied upon the ability of any Loan Party to create or incur any Lien in favor of the Secured Parties created under

the Loan Documents), or (b) the ability of any Subsidiary Guarantor to pay dividends or make other distributions with respect to

any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness

of the Borrower or any Subsidiary Guarantor; provided that (i) the foregoing shall not apply to restrictions and conditions

imposed by law or by the Loan Documents, (ii) the foregoing shall not apply to (x) restrictions and conditions existing on the

Amendment Effective Date identified on Schedule 7.11 (but shall apply to any amendment or modification materially expanding the

scope of any such restriction or condition) and (y) any restriction that is not materially more restrictive (as determined by the

Borrower in good faith) than the most restrictive restrictions applicable to such Person existing on the Amendment Effective Date, (iii) the

foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or Liberty

Subsidiary or all or substantially all of its assets pending such sale, provided that such restrictions and conditions apply only

to the Subsidiary or the Liberty Subsidiary that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not

apply to restrictions or conditions imposed on any Person that becomes a Subsidiary after the Amendment Effective Date; provided

that (1) such restrictions and conditions exist at the time such Person becomes a Subsidiary and are not created in contemplation

of or in connection with such Person becoming a Subsidiary, and (2) so long as any such restriction or condition exists, such Person

shall be an Excluded Subsidiary, (v) clause (a) of this Section 7.11 shall not apply to restrictions or conditions imposed

by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property

or assets securing such Indebtedness, (vi) the foregoing shall not apply to restrictions and conditions imposed by any agreement,

document or instrument relating to any Securitization, (vii) the foregoing shall not apply to restrictions and conditions imposed

by law or by the definitive documentation governing (w) the Senior Notes, (x) Permitted Incremental Equivalent Debt, (y) any

Indebtedness incurred in accordance with any of clauses (e), (k), (l), (m), (n), (o), (r), or (t) of Section 7.1, and (z) Other

Refinancing Indebtedness, (viii) clause (a) of this Section 7.11 shall not apply to customary provisions in agreements

restricting the assignment of such agreements, (ix) [reserved], (x) the foregoing shall not apply to (a) restrictions on

cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (b) customary restrictions

and conditions contained in agreements and documents related to Liens permitted by Section 7.2, so long as (1) such restrictions

or conditions relate only to the specific asset subject to such Lien, and (2) such restrictions and conditions are not created for

the purpose of avoiding the restrictions imposed by this Section 7.11, and (c) customary restrictions contained in leases, subleases,

licenses otherwise permitted hereby as long as such restrictions relate to the assets subject thereto, (xi) the Permitted NMTC Transactions

and (xii) any agreement, which in the good faith judgment of the Borrower, will not impair the Borrower’s ability to perform

it obligations under this Agreement or are not more restrictive, taken as whole, than the terms of this Agreement.

Section 7.12           [Reserved].

Section 7.13          Amendment

of Material Documents.

The Borrower will not, and will

not permit any Subsidiary to, amend, supplement or otherwise modify, or waive any of its rights under, its certificate of formation, operating

agreement or other organizational documents, in each case other than amendments, modifications or waivers that would not reasonably be

expected to materially and adversely affect the Credit Parties.

163

Section 7.14           [Reserved].

Section 7.15           First

Lien Leverage Ratio.

Commencing with the first fiscal

quarter ending after the Amendment Effective Date, the Borrower will not permit the First Lien Leverage Ratio to be greater than 4.00:1.00

as of the last day of any Test Period.

ARTICLE 8

EVENTS OF DEFAULT

Section 8.1             Events

of Default.

If any of the following events

(each an “Event of Default”) shall occur:

(a)             the

Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the

same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)            the

Borrower shall fail to pay any interest on any Loan or on any reimbursement obligation in respect of any LC Disbursement or any fee, commission

or any other amount (other than an amount referred to in clause (a) of this Article) payable under any Loan Document, when and as

the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days;

representation or warranty made or deemed made by or on behalf of any Loan Party or Liberty Subsidiary in any Loan Document or any amendment

or modification thereof or waiver thereunder, or in any certificate furnished pursuant to any Loan Document or any amendment or modification

thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made and, to the extent capable

of being cured, such incorrect representation and warranty shall remain incorrect in any material respect for a period of 30 days after

written notice thereof from the Administrative Agent to the Borrower;

(d)            any

Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.2(a), Section 6.3 (solely

with respect to the existence of the Borrower), 6.8 or 6.14 or in Article 7, or in Article 11; provided that a default

under the Financial Covenant (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with

respect to any Non-Financial Covenant Facility unless and until the Lenders holding more than 50% of the Financial Covenant Credit Exposures

of all Lenders shall have accelerated the maturity of any Loan (other than a Loan under a Non-Financial Covenant Facility) outstanding;

provided, further, that any Financial Covenant Event of Default is subject to cure pursuant to Section 8.2;

164

(e)             any

Loan Party or Liberty Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document

to which it is a party (other than those specified in clause (a), (b) or (d) of this Section 8.1), and such failure shall

continue unremedied for a period of 30 days after written notice thereof from the Administrative Agent to the Borrower;

(f)             the

Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest, and regardless of amount) in respect of any

Material Obligations when and as the same shall become due and payable (after giving effect to any applicable grace period);

(g)            any

event or condition occurs that results in, or entitles any Person other than the Borrower or a Subsidiary to cause, (x) the acceleration

of any Material Obligation prior to its scheduled maturity or (y) the early termination of the purchase of accounts receivable under

any Securitization constituting Material Obligations; provided that this clause (g) shall not apply to (i) Material Obligations

owed by any Unrestricted Subsidiary, (ii) secured Indebtedness that becomes due solely as a result of the voluntary sale, transfer

or other disposition of the property or assets securing such Indebtedness, or (iii) Indebtedness that becomes due as a result of

the Borrower or such Subsidiary giving a voluntary notice of prepayment with respect thereto and in accordance with the terms thereof;

(h)            an

involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other

relief in respect of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal,

state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,

trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part

of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving

or ordering any of the foregoing shall be entered;

(i)              the

Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization

or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent

to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 8.1(h),

(iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for

the Borrower or any Material Subsidiary, or for a substantial part of its assets, (iv) file an answer admitting the material allegations

of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take

any action for the purpose of effecting any of the foregoing;

(j)              the

Borrower or any Material Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become

due;

(k)            one

or more judgments for the payment of money in an aggregate amount in excess of $100,000,000 shall be rendered against the Borrower or

any Subsidiary, or any combination thereof (to the extent not fully covered by insurance without taking into account any applicable deductibles)

and the same shall remain undischarged, unpaid or unbonded for a period of 60 consecutive days during which execution shall not be effectively

stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary

to enforce any such judgment;

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(l)              an

ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred and are continuing, would reasonably

be expected to result in a Material Adverse Effect;

(m)            any

Loan Document shall cease, for any reason, to be in full force and effect (other than pursuant to the terms hereof or thereof), or any

Loan Party or any Liberty Subsidiary shall so assert in writing;

(n)            any

Lien on any material portion of the Collateral purported to be created under any Security Document shall cease to be, or shall be asserted

by any Loan Party or Liberty Subsidiary in writing not to be, a valid and, except to the extent otherwise permitted by the applicable

Security Document, perfected Lien on any Collateral, with the priority required by the applicable Security Document, except (i) as

a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or (ii) (A) as

a result of the Administrative Agent’s failure to maintain possession of any stock certificates, promissory notes or other instruments

delivered to it under any Security Document or failure to file a Uniform Commercial Code filing (including any continuation statement),

(B) a Uniform Commercial Code filing having lapsed because a Uniform Commercial Code continuation statement was not filed

in a timely manner or (C) any foreclosure, distraint, sale or similar proceedings have been commenced

with respect to any Collateral;

(o)            one

or more Authorizations of the Borrower or any of its Subsidiaries to own or operate all or any portion of the Communications Business

is not renewed, expires, or is terminated, suspended or revoked, and such nonrenewal, expiration, termination, suspension or revocation

would reasonably be expected to have a Material Adverse Effect; or

(p)            a

Change in Control shall have occurred;

then, and in every such event (other than an event

described in clause (h) or (i) of this Section 8.1 with respect to the Borrower), and at any time thereafter during the

continuance of such event, the Administrative Agent may, and at the request of Lenders holding more than 50% of the Total Credit Exposure

of all Classes affected thereby, taken as a whole, shall, by notice to the Borrower, take either or both of the following actions, at

the same or different times: (i) except for Commitments for which no Event of Default has occurred, terminate the Commitments, and

thereupon such Commitments shall terminate immediately and (ii) except for Loans for which no Event of Default has occurred, declare

the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable

may thereafter be declared to be due and payable), and thereupon the principal of such Loans so declared to be due and payable, together

with accrued interest thereon and all fees and other obligations of each Loan Party with respect thereto accrued under the Loan Documents,

shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived

by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Section 8.1,

such Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon

and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall automatically become due and payable, without

presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and the Guarantors.

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Notwithstanding anything in

the Loan Documents to the contrary (A) if an Event of Default occurs and is continuing, (x) only the Administrative Agent (on

behalf of the Credit Parties) may pursue any available remedy (including enforcement on any Collateral) to collect on the payment of principal,

premium, if any, or interest on the Loans or enforce the performance of any provision of the Loan Documents and (y) no Credit Party

(other than the Administrative Agent) may institute any proceeding with respect to the Loan Documents or for any remedy hereunder or thereunder

and (B) no Default or Event of Default shall be deemed to have occurred under the Loan Documents if such underlying Default or Event

of Default is cured prior to the acceleration of the scheduled maturity of the Loans.

Section 8.2             Borrower’s

Right to Equity Cure.

Notwithstanding anything to

the contrary contained in this Article 8, in the event of any Event of Default or potential Event of Default under the Financial

Covenant with respect to any fiscal quarter, at any time after the end of such fiscal quarter and until the expiration of the fifteenth

(15th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter or

fiscal year pursuant to Section 6.1, if the Borrower receives a Specified Equity Contribution, the Borrower may apply the amount

of the net cash proceeds thereof to increase Adjusted Operating Cash Flow with respect to such applicable quarter solely for determining

compliance with the Financial Covenant with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter

for which the Specified Equity Contribution cure right was exercised and not for any other purpose under this Agreement; provided that:

(i) such net cash proceeds are actually received by the Borrower as Qualified Equity in cash (including through capital contribution

of such net cash proceeds to the Borrower) no later than fifteen (15) days after the date on which financial statements are required to

be delivered with respect to such fiscal quarter pursuant to Section 6.1; (ii) in each period of four consecutive fiscal quarters,

there shall be at least two fiscal quarters in which no Specified Equity Contribution is made; (iii) no more than five Specified

Equity Contributions shall be made in the aggregate during the term of this Agreement; (iv) the amount of any Specified Equity Contribution

shall be no more than the amount required to cause the Borrower to be in pro forma compliance with the Financial Covenant for any applicable

period; (v) all Specified Equity Contributions used for purposes of this Section 8.2 shall be disregarded for purposes of determining

any financial ratio-based conditions, baskets with respect to the covenants contained in this Agreement and the calculation of the Cumulative

Credit and the application of the pricing grid in the definition of “Applicable Margin”; (vi) there shall be no pro forma

reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant

for the four fiscal quarter period ending as of the end of the fiscal quarter for which the Specified Equity Contribution was made (but

any such reduction shall be given effect in calculations of the Financial Covenant in subsequent fiscal quarters); and (vii) no Revolving

Lender shall be required to make any extension of credit (including the extension of a Letter of Credit) under the Existing Revolving

Facility during the fifteen (15) day period referred to above unless the Borrower has received the proceeds of any Specified Equity Contribution.

No Agent or Lender shall take any action to foreclose on, or take possession of, the Collateral, accelerate any Obligations, terminate

any Commitments or otherwise exercise any remedies under any Loan Document or any applicable law on the basis of a breach of the Financial

Covenant (or any other Default or Event of Default as a result thereof), unless and until the 15 day period referred to above has expired

and the Borrower has not received the Specified Equity Contribution. Notwithstanding anything herein to the contrary, unless and until

the 15 day period referred to above has expired and the Borrower has not received the Specified Equity Contribution, no Event of Default

shall be deemed to have arisen as a result of a Financial Covenant Event of Default.

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Section 8.3             Borrower’s

Right to Cure Generally.

(a)            With

respect to any Default or Event of Default, the words “exists”, “is continuing” or similar expressions with respect

thereto shall mean that the Default or Event of Default has occurred and has not yet been cured or waived. If, prior to the taking of

any action under Section 8.1 (or the occurrence of any event set forth in the proviso thereto), any Default or Event of Default occurs

due to (i) the failure by any Loan Party to take any action by a specified time, such Default or Event of Default shall be deemed

to have been cured at the time, if any, that the applicable Loan Party takes such action or (ii) the taking of any action by any

Loan Party that is not then permitted by the terms of this Agreement or any other Loan Document, except as set forth in Section 8.3(b),

such Default or Event of Default shall be deemed to be cured on the earlier to occur of (x) the date on which such action would be

permitted at such time to be taken under this Agreement and the other Loan Documents pursuant to an applicable amendment or waiver permitting

such action and (y) the date on which such action is unwound or otherwise modified to the extent necessary for such revised action

to be permitted at such time by this Agreement and the other Loan Documents; provided that an Event of Default resulting from the

failure to deliver a notice pursuant to Section 6.2(a) shall cease to exist and be cured in all respects if the Default or Event

of Default giving rise to such notice requirement shall have ceased to exist and/or be cured.

(b)            Notwithstanding

anything to the contrary in this Section 8.3, an Event of Default (the “Initial Default”) may not be cured pursuant

to this Section 8.3:

(i)            if

the taking of any action by any Loan Party or Subsidiary of a Loan Party that is not permitted during, and as a result of, the continuance

of such Initial Default directly results in the cure of such Initial Default and the applicable Loan Party or Subsidiary had actual knowledge

at the time of taking any such action that the Initial Default had occurred and was continuing;

(ii)           in

the case of an Event of Default under Section 8.1(n) that directly results in material impairment of the rights and remedies

of the Lenders and the Administrative Agent under the Loan Documents and that is incapable of being cured;

(iii)          in

the case of an Event of Default under Section 8.1(e) arising due to the failure to perform or observe Section 6.5 that

directly results in a Material Adverse Effect and the ability of the Borrower and the other Loan Parties (taken as a whole) to perform

their respective payment obligations under any Loan Document to which the Borrower or any of the other Loan Parties is a party; or

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(iv)          in

the case of an Initial Default for which (i) the Borrower failed to give notice to the Administrative Agent and the Lenders of such

Initial Default in accordance with Section 6.2(a) of this Agreement and (ii) a Financial Officer or the general counsel

or chief legal officer of the Borrower had actual knowledge of such failure to give such notice.

ARTICLE 9

THE ADMINISTRATIVE AGENT

Each Credit Party hereby irrevocably

appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise

such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably

incidental thereto.

The Person serving as the Administrative

Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though

it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage

in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall

not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the

Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is

continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers,

except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise

in writing by the Required Lenders (or such other number or percentage of the Credit Parties as shall be necessary under the circumstances

as provided in Section 10.2 or otherwise in this Agreement), and (c) except as expressly set forth herein and in the other Loan

Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information

relating to the Borrower, any of the Subsidiaries, any of the Liberty Subsidiaries or any Loan Party that is communicated to or obtained

by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for

any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of

the Credit Parties as shall be necessary under the circumstances as provided in Section 10.2 or otherwise in this Agreement) or in

the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default

unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Credit Party (and, promptly after its

receipt of any such notice, it shall give each Credit Party and the Borrower notice thereof), and the Administrative Agent shall not be

responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection

with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith,

(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth therein, (iv) the

validity, enforceability, effectiveness or genuineness thereof or any other agreement, instrument or other document or (v) the satisfaction

of any condition set forth in Article 5 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered

to the Administrative Agent.

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The Administrative Agent shall

be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument,

document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent

also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur

any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties),

independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance

with the advice of any such counsel, accountants or experts.

The Administrative Agent may

perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative

Agent, provided that no such delegation shall serve as a release of the Administrative Agent or waiver by any Loan Party of any rights

hereunder. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through

their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the

Related Parties of the Administrative Agent and any such sub-agent.

The Administrative Agent may

resign from the performance of all its respective functions and duties hereunder or under the other Loan Documents at any time by giving

30 days’ prior written notice to the Lenders and the Borrower. If the Administrative Agent becomes subject to a Lender-Related Distress

Event, then the Administrative Agent may be removed as the Administrative Agent at the reasonable request of the Required Lenders. If

the Administrative Agent becomes subject to an Agent-Related Distress Event, then the Borrower may remove the Administrative Agent from

such role upon five days’ prior written notice to the Lenders. Such resignation or removal shall take effect upon the appointment

of a successor Administrative Agent as provided below (or, if no successor has been appointed, on the 30th Business Day after the relevant

notice).

Upon any such notice of resignation

by, or notice of removal of, the Administrative Agent, the Required Lenders shall have the right, with the consent of the Borrower (which

consent shall not be unreasonably withheld, conditioned or delayed), unless an Event of Default shall have occurred and be continuing,

in which case no consent of the Borrower shall be required, to appoint a successor from among the Lenders reasonably acceptable to the

Borrower. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days

after the date such notice of resignation was given by the Administrative Agent or such notice of removal was given by the Required Lenders,

as applicable, then the Administrative Agent may, on behalf of the Credit Parties, appoint a successor Administrative Agent reasonably

acceptable to the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed), unless an Event of Default shall

have occurred and be continuing, in which case no consent of the Borrower shall be required, from among the Lenders or an Affiliate of

any such Lender with minimum capital and undivided surplus of not less than $500,000,000. Upon the acceptance of its appointment as Administrative

Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of

the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and

obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its

predecessor unless otherwise agreed in writing between the Borrower and such successor. After the Administrative Agent’s resignation

or removal hereunder, the provisions of this Article and Section 10.3 shall continue in effect for the benefit of such retiring

Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any

of them while it was acting as Administrative Agent.

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Each Credit Party acknowledges

that it has, independently and without reliance upon the Administrative Agent or any other Credit Party or any of their Affiliates and

based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.

Each Credit Party also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Credit

Party or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue

to make its own decisions in taking or not taking action under or based upon any Loan Document, any related agreement or any document

furnished thereunder.

Notwithstanding anything in

any Loan Document to the contrary, no Agent (other than the Administrative Agent) or Arranger, in each case acting in such capacity, shall

have any duty or obligation under the Loan Documents.

The Administrative Agent is

hereby authorized, without further consent of any Lender or any other Secured Party, to enter into or acknowledge and consent to any Intercreditor

Agreement, or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Intercreditor Agreement to the extent

such Intercreditor Agreement (as it may be amended, renewed, extended, supplemented, restated, replaced, waived or otherwise modified)

is expressly contemplated by the terms hereof, and the parties hereto acknowledge that such Intercreditor Agreement is binding upon them.

Each Secured Party (a) hereby irrevocably makes such authorization and agrees that it will be bound by and will take no actions contrary

to the provisions of the Intercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent to enter into the

Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof, (c) hereby

irrevocably agrees that the Administrative Agent may rely exclusively on a certificate of a Responsible Officer of the borrower as to

whether such Intercreditor Agreement is expressly contemplated by the terms hereof and whether any related Liens or Indebtedness are permitted,

and (d) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent to negotiate, execute

and deliver on behalf of the Secured Parties any Intercreditor Agreement or any amendment (or amendment and restatement) to the Security

Documents or any Intercreditor Agreement expressly contemplated hereunder (including any such amendment (or amendment and restatement)

of any Intercreditor Agreement to provide for the incurrence of any Indebtedness expressly permitted hereunder to be secured on a junior

lien or pari passu basis to any of the Obligations). Each Secured Party acknowledges and agrees that the Administrative Agent (or one

or more of its affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of

Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect.

Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against

any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

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Each Lender and the Issuing

Bank irrevocably authorizes the Administrative Agent, at its option and in its discretion (i) to release any Lien on any property

granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Commitments and payment in full

of all Obligations (other than contingent or indemnification obligations not then due) and the expiration, termination or cash collateralization

of all Letters of Credit, (B) that is sold or otherwise transferred or to be sold or otherwise transferred as part of or in connection

with any sale or other transfer permitted under the Loan Documents to a Person that is not a Loan Party, (C) to the extent such property

constitutes Excluded Property or Excluded Collateral pursuant to clause (a) of such definition, or (D) if approved, authorized

or ratified in writing by the Required Lenders (or all Lenders if required by Section 10.2); and (ii) to release any Subsidiary,

Subsidiary Guarantor or Liberty Subsidiary from its obligations under the Loan Documents if (A) such Person ceases to be a Subsidiary

(including because such Subsidiary is designated as an Unrestricted Subsidiary) or Liberty Subsidiary, respectively, as a result of a

transaction permitted hereunder, (B) such Person has become an Excluded Subsidiary pursuant to a transaction that is not prohibited

by this Agreement and the Borrower has elected to consummate such release (other than upon the basis of such Person becoming a non-Wholly

Owned Subsidiary as a result of the sale of its Equity Interests for less than Fair Market Value or in a transaction that is not for bona

fide business purposes (other than solely to release such Person from its Guarantee of the Obligations)), or (C) the Borrower has

elected to cause any such Person that is a Liberty Subsidiary to cease being a Subsidiary Guarantor and such Person would not then be

required to become a Subsidiary Guarantor pursuant to Section 6.11. Upon request by the Administrative Agent at any time, the Required

Lenders (or all Lenders to the extent explicitly required by the terms of this Agreement) will confirm in writing the Administrative Agent’s

authority to release its interest in particular types or items of property, or to release any Loan Party or Liberty Subsidiary from its

obligations under the Loan Documents pursuant to this Article 9.

The use of a Platform in connection

with this Agreement or any other Loan Document is provided “as is” and “as available.” The Agents do not warrant

the accuracy or completeness of any electronic communications made on the Platform, or the adequacy of the Platform and expressly disclaim

liability for errors or omissions in such electronic communications. No warranty of any kind, express, implied or statutory, including,

without limitation, 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 in connection with such electronic communications or the Platform.

To the extent required by any

applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding

Tax. If any taxing authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the

account of any Lender for any reason (including, without limitation, because the appropriate documentation was not delivered or not properly

executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from,

or reduction of withholding Tax ineffective), such Lender shall, within ten (10) days after written demand therefor, indemnify and

hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any Loan Party

pursuant to Section 3.7) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together

with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally

imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any

Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to

set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document or from any other

sources against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation

and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction

or discharge of all other obligations under any Loan Document. For purposes of this paragraph, the term “Lender” includes

any Issuing Bank and any Swingline Lender.

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ARTICLE 10

MISCELLANEOUS

Section 10.1             Notices.

Except in the case of notices

and other communications expressly permitted to be given by telephone (and subject to the last paragraph of this Section 10.1),

all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,

mailed by certified or registered mail, or sent by facsimile or electronic mail, as follows:

(a)            if

to any Loan Party, to it at 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503, Attention of Chief Financial Officer (Facsimile

No. [separately provided]), with a copy (which shall not constitute notice) to

Robert Wann, O’Melveny & Myers LLP, 1301 Avenue of the Americas, 17th Floor, New York, New York 10019, Email Address:

[separately provided];

(b)            if

to the Administrative Agent, the Issuing Bank or the Swingline Lender, to it at 1301 Avenue of the Americas, New York, New York 10019-6022,

Attention of: Media & Communications Group (Facsimile No. [separately

provided]), with a copy to Cahill Gordon & Reindel LLP, 32 Old Slip, New York, New

York 10005, Attention of Sean Davis, Esq. (Email Address: [separately

provided]) and Mark Loftus, Esq. (Email Address: [separately

provided]); and

to any other Credit Party, to it at its address (or facsimile number or email address) set forth in its Administrative Questionnaire.

Any party hereto may change its address, facsimile

number or email address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications

given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

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Documents required to be delivered

pursuant to Sections 6.1 and 6.2 may be delivered by e-mail or facsimile. Promptly after receipt thereof by the Administrative Agent,

the Administrative Agent shall post such documents electronically with notice of such posting to each Lender and if so posted, shall be

deemed to have been delivered on the date on which such documents are posted on the Platform, if any, to which each Lender has access

(whether a commercial, third-party website or whether sponsored by the Administrative Agent). The Administrative Agent’s obligation

to deliver information pursuant to this Section 10.1 may be discharged by posting such information on the Platform in accordance

with the remaining provisions of this paragraph. The Loan Parties hereby acknowledge that (i) the Administrative Agent will make

available to the Lenders on a confidential basis materials and/or information provided by or on behalf of the Borrower hereunder (collectively,

“Materials”) by posting the Materials on the Platform and (ii) certain of the Lenders may be “public-side”

Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or any subsidiary

thereof) (each, a “Public Lender”). The Borrower shall mark Materials that the Borrower intends to be made available

to Public Lenders clearly and conspicuously as “PUBLIC.” By designating Materials as “PUBLIC,” the Borrower authorizes

such Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to

contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with

respect to such Person or its securities for purposes of United States Federal and State securities laws. Any Materials not marked “PUBLIC”

shall be treated as if they contain material non-public information with respect to the Borrower and the subsidiaries thereof or their

securities. Notwithstanding the foregoing, the Borrower is under no obligation to mark any Materials as “PUBLIC.”

Section 10.2            Waivers;

Amendments.

(a)            No

failure or delay by any Credit Party in exercising any right or power under any Loan Document shall operate as a waiver thereof, nor shall

any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power,

preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Credit Parties

under the Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any

provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same

shall be permitted by clause (b) of this Section 10.2, and then such waiver or consent shall be effective only in the specific

instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance,

amendment, extension or renewal of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Credit

Party may have had notice or knowledge of such Default at the time.

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(b)            Except

as provided in Section 2.13, Section 2.14, Section 2.15 and Section 3.10, neither any Loan Document nor any provision

thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, the

Subsidiary Guarantors and the Required Lenders or by the Borrower, the Subsidiary Guarantors and the Administrative Agent with the consent

of the Required Lenders; provided that no such agreement shall (i) increase or extend any Commitment of any Lender without

the written consent of such Lender, (ii) reduce the principal amount of any Loan or any reimbursement obligation with respect to

an LC Disbursement, or reduce the rate of any interest thereon (other than any waiver of default interest payable pursuant to Section 3.1(b)),

or reduce any fees payable hereunder, without the written consent of each Credit Party directly and adversely affected thereby, (iii) postpone

any scheduled principal payment date (other than mandatory prepayments) or postpone any other payment at stated maturity of any Loan or

the date of payment of any reimbursement obligation with respect to an LC Disbursement, any interest (other than any waiver of default

interest) or any fees payable hereunder, or reduce (other than any waiver of default interest) the amount of, or waive or excuse any such

payment, without the written consent of each Credit Party directly and adversely affected thereby, (iv) change any provision hereof

in a manner that would alter the pro rata sharing of payments required by Section 2.11(b) or Section 2.11(c), the application

of mandatory prepayments required by Section 2.7, the application of payments under Section 2.11(b), or the pro rata reduction

of Commitments required by Section 2.5(c), without the written consent of each Credit Party directly and adversely affected thereby,

provided that no consent of a Lender shall be required under this clause (iv) if, contemporaneously with the effectiveness

of such amendment, the Commitments of such Lender are terminated, and all principal and interest on such Lender’s Loans and all

fees and other amounts payable to such Lender hereunder (other than contingent or indemnification obligations not then due) are paid in

full, (v) change any of the provisions of this Section 10.2(b) or reduce the number or percentage set forth in the definition

of the term “Required Lenders” or in any other provision hereof specifying the number or percentage of Lenders required to

waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each

Lender in the group of Lenders to which such number or percentage applies (it being understood that an amendment shall not be deemed to

change such provisions to the extent it effects an increase or decrease in the commitment of any Lender(s) or in the aggregate amount

of the commitments of any Class), (vi) release any Subsidiary Guarantor from its Guarantee hereunder (except as expressly provided

herein or in the Security Documents), or limit its liability in respect of such Guarantee, without the written consent of each Lender

that is a beneficiary of such Guarantee, (vii) release all or substantially all of the Collateral from the Liens of the Loan Documents,

without the written consent of each Lender that is a beneficiary of such Collateral, or (viii) expressly change or waive any condition

precedent in Section 5.2 to any Revolving Borrowing under an Existing Revolving Facility without the written consent of the Majority

Facility Lenders with respect to such Existing Revolving Facility; and provided, further, that, notwithstanding the above

provision of this Section 10.2(b), (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the

Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent,

the Issuing Bank or the Swingline Lender, as applicable, (B) any waiver, amendment or modification of this Agreement that by its

terms affects one or more Classes of Lenders (but not of all Classes of Lenders) may be effected by an agreement or agreements in writing

entered into by the Borrower, the Subsidiary Guarantors and the Lenders holding the requisite percentage in interest of Total Credit Exposures

of all affected Classes, taken as a whole, and (C) any waiver, amendment or modification with respect to the Financial Covenant,

any amendment or modification of a defined term used in the Financial Covenant (solely in respect of the use of such defined term in the

Financial Covenant) and any waiver, amendment or modification with respect to the remedies of the Lenders under the Financial Covenant

Facility arising pursuant to Section 8.1 shall require the consent only of the Borrower and the Lenders holding more than 50% of

the Financial Covenant Credit Exposures of all Classes subject to the Financial Covenant, taken as a whole.

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connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent

of all Lenders (or all Lenders of one or more affected Classes of Lenders), if the consent of the Required Lenders (or the consent of

Lenders of the affected Classes holding more than 50% of the Total Credit Exposures of all Lenders of such Classes, taken as a whole)

to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained

(any such Lender whose consent is so required but not so obtained being referred to as a “Non-Consenting Lender”),

then, so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense

and effort, upon notice to such Non-Consenting Lenders and the Administrative Agent, require each of the Non-Consenting Lenders to assign

and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.4), all its interests,

rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if

a Lender accepts such assignment) and that shall consent to the Proposed Change; provided that (i) the Borrower shall have

received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank and

the Swingline Lender), which consent(s) shall not unreasonably be withheld, conditioned or delayed, (ii) each Non-Consenting

Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements,

accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding

principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) the Borrower or such assignee

shall have paid to the Administrative Agent the processing and recordation fee specified in Section 10.4(b).

(d)            Notwithstanding

anything to the contrary contained in this Section 10.2, this Agreement may be amended (or amended and restated) with the written

consent of the Required Lenders, the Administrative Agent, the Borrower, the Parent and the Subsidiary Guarantors (a) to add one

or more additional credit facilities to this Agreement (it being understood that no Lender shall have any obligation to provide or to

commit to provide all or any portion of any such additional credit facility) and to permit the extensions of credit from time to time

outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the

other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders

holding such credit facilities in any determination of the Required Lenders.

(e)            Notwithstanding

anything to the contrary contained in this Section, the Administrative Agent (in its sole discretion) and the Borrower are authorized

to amend this Agreement or any other Loan Document, without the consent of any other party, to the extent necessary to (i) to cure

any ambiguity, omission, error, defect, inconsistency, obvious error or any error or omission of a technical or immaterial nature or any

necessary or desirable technical change, or (ii) to cause the Loan Document to be consistent with this Agreement.

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(f)            Any

Lender may authorize the Administrative Agent to sign any amendment, modification or waiver hereto in any authorization form agreed to

by the Borrower and the Administrative Agent and no Lender shall be entitled to see any other Lender’s authorization form.

(g)            Notwithstanding

the foregoing, no Lender consent is required to effect any amendment or supplement to any Intercreditor Agreement permitted under this

Agreement that is for the purpose of adding the holders of any Indebtedness as expressly contemplated by the terms of such Intercreditor

Agreement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may make such other

changes to the applicable Intercreditor Agreement as, in the good faith determination of the Administrative Agent, are required to effectuate

the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders); provided

that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any

other Loan Document without the prior written consent of the Administrative Agent. Any Intercreditor Agreement proposed to be entered

into by the Administrative Agent shall be posted to the Lenders not less than five Business Days before execution thereof and, if the

Required Lenders shall not have objected to such changes within five Business Days after posting, then the Required Lenders shall be deemed

to have agreed that the Administrative Agent’s entry into such Intercreditor Agreement is reasonable and to have consented to such

Intercreditor Agreement and to the Administrative Agent’s execution thereof (it being understood that no affirmative agreement by

or affirmative consent from the Required Lenders is required for the Administrative Agent to enter into such Intercreditor Agreement).

Section 10.3           Expenses;

Indemnity; Damage Waiver.

(a)            The

Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by any Agent, any Arranger and their

respective Affiliates, including the reasonable fees, charges and disbursements of counsel for any Agent and any Arranger in connection

with the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions of any Loan Document

(provided that, except as otherwise agreed in writing by the Borrower, the Borrower shall only obligated to pay the fees, charges

and disbursements of one primary counsel for the Agents, the Arrangers, and their respective Affiliates, collectively, and, if necessary,

the fees, charges and of one local counsel per material jurisdiction that is reasonably necessary), (ii) all reasonable and documented

out-of-pocket costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any

Letter of Credit or any demand for payment thereunder, and (iii) all reasonable and documented out-of-pocket costs and expenses incurred

by any Arranger or any Credit Party (limited, in the case of legal counsel, to the fees, charges and disbursements of one primary counsel

for the Arrangers and the Credit Parties (and, if necessary, the fees, charges and of one local counsel per material jurisdiction that

is reasonably necessary) and, if an actual or perceived conflict exists, reasonably necessary additional counsel for the affected Arrangers

and Credit Parties) in connection with the enforcement or protection of its rights in connection with the Loan Documents during the continuation

of an Event of Default, including its rights under this Section 10.3, or in connection with the Loans made or Letters of Credit issued

hereunder, including all such reasonable and documented out-of-pocket costs and expenses incurred during any workout, restructuring or

negotiation in respect of such Loans or Letters of Credit.

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(b)            The

Borrower shall indemnify each Arranger, each Credit Party and each Related Party of each Arranger and each Credit Party (each such Person

being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,

liabilities and related expenses, including the reasonable fees, charges and disbursements of counsel for the Indemnitees (unless an actual

or perceived conflict exists, in which case, reasonable fees, charges and disbursements of reasonably necessary additional counsel for

the affected Indemnitees shall be covered) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a

result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance

by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions

contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereof including any refusal of the Issuing Bank

to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply

with the terms of such Letter of Credit, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property

owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or any

of the Subsidiaries or (iv) any other actual or prospective claim, litigation, investigation or proceeding relating to any of the

foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, provided

that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related

expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad

faith, gross negligence or willful misconduct of such Indemnitee or, in the case of clause (iv) immediately above, to have resulted

from a material breach of the obligations of such Indemnitee under the Loan Documents, or (y) arose from any claim, actions, suits,

inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Loan Parties and is brought by an Indemnitee

against another Indemnitee other than in their capacities as such and other than in their capacity acting as Agent or Arranger or similar

role. Each Indemnitee shall endeavor to give prompt notice to the Borrower of any claim against such Indemnitee that may give rise to

an indemnification claim against the Borrower under this Section 10.3, provided that such Indemnitee shall have no liability

to the Borrower for such the failure to give any such notice. This Section 10.3(b) shall not apply with respect to Taxes other

than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under clause (a) or (b) of

this Section 10.3, each Lender severally agrees to pay to the Administrative Agent an amount equal to the product of such unpaid

amount multiplied by a fraction, the numerator of which is such Lender’s Total Credit Exposure and the denominator of which is the

aggregate Total Credit Exposure of all Lenders (in each case determined as of the time that the applicable unreimbursed expense or indemnity

payment is sought or, in the event that no Lender shall have any Total Credit Exposure at such time, as of the last time at which any

Lender had a Total Credit Exposure); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related

expense, as applicable, was incurred by or asserted against the Administrative Agent in its capacity as such. To the extent that the Borrower

fails to pay any amount required to be paid by it to the Issuing Bank or the Swingline Lender under clause (a) or (b) of this

Section 10.3, each Revolving Lender severally agrees to pay to the Issuing Bank or the Swingline Lender, as applicable, an amount

equal to the product of such unpaid amount multiplied by a fraction, the numerator of which is such Revolving Lender’s Revolving

Credit Exposure of the applicable Facility plus the unused portion

of its Revolving Commitment of the applicable Facility and the denominator

of which is the aggregate Revolving Credit Exposure of all Lenders of such

Facility plus the aggregate unused amount of all Revolving Commitments of

such Facility (in each case determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or,

in the event that no Revolving Lender shall have any Revolving Credit Exposure or unused Revolving Commitment at such time, as of the

last time at which any Revolving Lender had any Revolving Credit Exposure or unused Revolving Commitment); provided that the unreimbursed

expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Issuing

Bank or the Swingline Lender, as the case may be, in its capacity as such.

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(d)            To

the extent permitted by applicable law, no Loan Party and no Credit Party shall assert, and each Loan Party and each Credit Party hereby

waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed

to direct and actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement, instrument or

other document contemplated thereby, the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof; provided

that nothing contained in this clause (d) shall limit the Borrower’s indemnification obligations under the Loan Documents to

the extent such special, indirect, consequential and punitive damages are included in any third party claim in connection with which any

Indemnitee is entitled to indemnification hereunder.

(e)            No

Indemnitee referred to in Section 10.3 shall be liable for any damages arising from the use by unintended recipients of any information

or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with

this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided, that this paragraph shall

not, as to any Indemnitee, be available to the extent such damages (x) are determined by a court of competent jurisdiction by final

and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) have

resulted from a material breach of the obligations of such Indemnitee under the Loan Documents as determined by a court of competent jurisdiction

by final and nonappealable judgment.

(f)            All

amounts due under this Section 10.3 shall be payable promptly but in no event later than 30 calendar days after written demand therefor.

Section 10.4             Successors

and Assigns.

(a)            Successors

and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their

respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations

hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer

any of its rights or obligations hereunder except (i) to an assignee in accordance with Section 2.13 or in accordance with the

provisions of clause (b) of this Section 10.4, (ii) by way of participation in accordance with the provisions of clause

(d) of this Section 10.4 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of

clause (f) of this Section 10.4 (and any other attempted assignment or transfer by any party hereto shall be null and void).

Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective

successors and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section 10.4 and, to the

extent expressly contemplated hereby, the Related Parties of each Credit Party) any legal or equitable right, remedy or claim under or

by reason of this Agreement.

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(b)            Assignments

by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement

(including all or a portion of its Commitments and the Loans and obligations in respect of its LC Exposure and Swingline Exposure at the

time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)            Minimum

Amounts.

(A)            in

the case of an assignment of the entire remaining amount of the assigning Lender’s Commitments and the Loans and obligations in

respect of its LC Exposure and Swingline Exposure at the time owing to it or in the case of an assignment to a Lender, an Affiliate of

a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)            in

any case not described in clause (b)(i)(A) of this Section 10.4, the aggregate amount of the Commitment (which for this purpose

includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the

Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to

such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance,

as of the Trade Date) shall not be less than $2,000,000, in the case of any assignment in respect of Revolving Commitments and Revolving

Loans, or $1,000,000, in the case of any assignment in respect of Term Loans, unless the Administrative Agent consents (such consent not

to be unreasonably withheld or delayed) and, so long as no Event of Default has occurred and is continuing, the Borrower consents (in

its sole discretion).

(ii)           Proportionate

Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights

and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not

prohibit any Lender from assigning all or a portion of its rights and obligations among such Loans or Commitments on a non-pro rata basis.

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(iii)          Required

Consents.  No

consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section 10.4 and,

in addition:

(A)            the

consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default

pursuant to Section 8.1(a), 8.1(h) or 8.1(i) has occurred and is continuing at the time of such assignment or (y) such

assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented

to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having

received notice thereof;

(B)            the

consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect

of (i) an unfunded Term Loan Commitment, a Revolving Commitment or a Revolving Loan if such assignment is to a Person that is not

a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such

Lender or (ii) a funded Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and

consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases

the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and the

Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Class of

Revolving Commitments.

(iv)          Assignment

and Acceptance. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance,

together with a processing and recordation fee of $5,000, and the assignee, if it is not a Lender, shall deliver to the Administrative

Agent an Administrative Questionnaire.

(v)           No

Assignment to Certain Parties. Except as permitted under Section 2.7(j) and Section 10.4(g), no such assignment shall

be made to any Loan Party, any of its subsidiaries or any of their respective Affiliates.

(vi)          No

Assignment to Natural Persons. No such assignment shall be made to a natural person.

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Subject to acceptance and recording

thereof by the Administrative Agent pursuant to clause (c) of this Section 10.4, from and after the effective date specified

in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned

by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder

shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement

(and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement,

such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.5, 3.6, 3.7 and 10.3 with

respect to claims arising from facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer

by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) shall be treated for purposes

of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this

Section 10.4.

The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and, to the extent the Borrower is

a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes),

shall maintain at one of its offices in New York, New York a copy of each Assignment and Acceptance delivered to it and a register for

the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans (and related interest)

owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register

shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name

is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice

to the contrary. The Register shall be available for inspection by the Borrower and any Lender (with respect to its own interest only),

at any reasonable time and from time to time upon reasonable prior notice.

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(d)            Participations.

Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, any Issuing Bank or the Swingline

Lender, sell participations to any Person (other than a natural person, any Loan Party, any of its subsidiaries or any of their respective

Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this

Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided 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 and (iii) the Borrower, the Administrative Agent and each Credit Party shall continue to

deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement

or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce

this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement

or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver

described in the first proviso in Section 10.2(b) that directly affects such Participant. Subject to clause (e) of this

Section 10.4, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.5, 3.6 and 3.7 subject to

the requirements and limitations therein, including the requirements under Sections 3.7(e), (f) and (i) (it being understood

that the documentation required under Sections 3.7(e), (f) and (i) shall be delivered to the participating Lender) to the same

extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 10.4; provided

that the Participant shall be subject to the provisions of Sections 3.8 and 3.9 as if it were an assignee under clause (b) of this

Section. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate

with the Borrower to effectuate the provisions of Section 3.9 with respect to any Participant. To the extent permitted by law, each

Participant also shall be entitled to the benefits of Section 10.8 as though it were a Lender; provided such Participant agrees

to be subject to Section 2.11(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for

this purpose as a non-fiduciary agent of the Borrower (and, to the extent the Borrower is a disregarded entity for U.S. federal income

tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes), maintain a register on which it enters the name

and address of each Participant and the principal amounts (and related 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 Commitments, Loans, or its other obligations under any Loan Document) to any Person

except to the extent that such disclosure is necessary to establish that such Commitment, Loan, 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, the Administrative

Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)            Limitations

upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 3.5 or 3.7 than the applicable

Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such greater

payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

(f)            Certain

Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement

to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided

that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee

for such Lender as a party hereto.

(g)            Certain

Assignments or Purchases of Term Loans. Notwithstanding anything to the contrary contained in this Section 10.4 or any other

provision of this Agreement, so long as no Event of Default has occurred and is continuing or would result therefrom, at any time, any

Lender may assign all or any portion of its Term Loans to the Borrower or any of its subsidiaries (subject to recordation thereof in the

Register) through (x) Dutch auctions open to all Lenders on a pro rata basis in accordance with the provisions described in Section 2.7(j) or

(y) notwithstanding Sections 2.7, 2.11 and this Section 10.4, open market purchases on a non-pro rata basis; provided

that:

(i)            if

the assignee is the Borrower or a subsidiary of the Borrower, upon such assignment, transfer or contribution, the applicable assignee

shall automatically be deemed to have contributed or transferred the principal amount of such Term Loans, plus all accrued and unpaid

interest thereon, to the Borrower; or (y) if the assignee is the Borrower (including through contribution or transfers set forth

in clause (x)), (1) the principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed,

assigned or transferred to the Borrower shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment

or transfer, (2) the aggregate outstanding principal amount of Term Loans of the remaining Lenders shall reflect such cancellation

and extinguishing of the Term Loans then held by the Borrower and (3) the Borrower shall promptly provide notice to the Administrative

Agent of such contribution, assignment or transfer of such Term Loans, and the Administrative Agent, upon receipt of such notice, shall

reflect the cancellation of the applicable Term Loans in the Register;

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(ii)           purchases

of Term Loans pursuant to this clause (g) may not be funded with the proceeds of Revolving Loans; and

(iii)          it

shall be a condition precedent to each assignment of Term Loans to the Borrower or a subsidiary of the Borrower that either (x) the

assignee represents in the applicable Assignment and Acceptance that it is not in possession of material non-public information (within

the meaning of United States federal and state securities laws) with respect to the Borrower, its subsidiaries or their respective securities

(or, if the Borrower is not at the time a public reporting company, material information of a type that would not be reasonably expected

to be publicly available if the Borrower were a public reporting company) that (A) has not been disclosed to the assigning Lender

or the Lenders generally (other than because any such Lender does not wish to receive material non-public information with respect to

the Borrower or its subsidiaries (or, if the Borrower is not at the time a public reporting company, material information of a type that

would not be reasonably expected to be publicly available if the Borrower were a public reporting company)) and (B) could reasonably

be expected to have a material effect upon, or otherwise be material to, the assigning Lender’s decision make such assignment or

(y) the assignor shall deliver to the Administrative Agent and the Borrower a customary Big Boy Letter.

Notwithstanding anything in

the Loan Documents to the contrary, the Credit Parties acknowledge and agree (x) that privately negotiated purchases of Loans by

the Borrower or any of its subsidiaries are considered open market purchases for all purposes of the Loan Documents and (y) such

Credit Parties will not to assert a claim in contravention of the foregoing clause (x).

Section 10.5           Survival.

All covenants, agreements, representations

and warranties made by the Loan Parties herein and in the certificates or other instruments executed and delivered by any Loan Party in

connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties

hereto and shall survive the execution and delivery of any Loan Document and the making of any Loans and the issuance of any Letter of

Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Credit Party may have

had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall

continue in full force and effect as long as the principal of or any accrued interest on any Loan or any LC Disbursement or any fee or

any other amount payable under the Loan Documents is outstanding and unpaid (other than contingent or indemnification obligations not

then due) or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections

3.5, 3.6, 3.7 and 10.3, 10.9, 10.10 and Article 9 shall survive and remain in full force and effect regardless of the consummation

of the transactions contemplated hereby, the repayment of the Loans and the LC Disbursements, the expiration or termination of the Letters

of Credit and the termination of the Commitments or the termination of this Agreement or any provision hereof.

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Section 10.6           Counterparts;

Integration; Effectiveness.

This Agreement may be executed

in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which,

when taken together, shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable

to any Credit Party constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous

agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of this Agreement

by facsimile transmission or other electronic transmission (including any electronic signature covered by the U.S. federal ESIGN Act of

2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com)

shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 10.7           Severability.

In the event any one or more

of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality

and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood

that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision

in any other jurisdiction).

Section 10.8           Right

of Setoff.

If an Event of Default under

Section 8.1(a) or (f) shall have occurred and be continuing, each of the Lenders and their respective Affiliates is hereby

authorized at any time and from time to time, to the fullest extent permitted by applicable law, to setoff and apply any and all deposits

(general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by it to or for the

credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement

held by it, irrespective of whether or not it shall have made any demand under this Agreement and although such obligations may be unmatured.

Each Lender and Affiliate agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided

that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each of the Lenders and

their respective Affiliates under this Section 10.8 are in addition to other rights and remedies (including other rights of setoff)

that they may have.

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Section 10.9           Governing

Law; Waiver of Jury Trial.

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, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

EACH PARTY HERETO HEREBY WAIVES,

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY

OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES

THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR, TO ITS KNOWLEDGE, OTHERWISE, THAT SUCH OTHER

PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER

PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS,

THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.9.

Section 10.10         Submission

To Jurisdiction; Waivers.

Each party hereto hereby irrevocably

and unconditionally:

(a)            submits

for itself and its property in any legal action or proceeding (whether in tort, law or in equity) relating

to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof,

to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, the courts of the United States

for the Southern District of New York located in the Borough of Manhattan, and appellate courts from any thereof;

(b)            consents

that any such action or proceeding (whether in tort, law or in equity) may 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 (whether

in tort, law or in equity) 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;

that service of process in any such action or proceeding (whether in tort, law or in equity) may

be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid,

(d)            to

it at its address set forth in Section 10.1 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 or shall limit the right

to sue in any other jurisdiction; and

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(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 (whether

in tort, law or in equity) referred to in this Section 10.10 any special, exemplary, punitive or consequential damages.

Section 10.11         Headings.

Article and Section headings

and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction

of, or be taken into consideration in interpreting, this Agreement.

Section 10.12         Interest

Rate Limitation.

Notwithstanding anything herein

to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated

as interest on such Loan under applicable law (for purposes of this Section 10.12, collectively, the “charges”), shall

exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved

by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together

with all of the charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and the

charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 10.12

shall be cumulated, and the interest and the charges payable to such Lender in respect of other Loans or periods shall be increased (but

not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to

the date of repayment, shall have been received by such Lender.

Section 10.13         Patriot

Act and Beneficial Ownership Regulation.

Each Lender that is subject

to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the 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”) and the requirements of the Beneficial Ownership Regulation, it is required to obtain, verify and record information that

identifies the Borrower, which information includes the name, address and tax identification number of the Borrower and other information

regarding the Borrower that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance

with the Patriot Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the Patriot

Act and the Beneficial Ownership Regulation and is effective as to the Lenders and the Administrative Agent.

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Section 10.14         Confidentiality.

(a)            Each

of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below),

except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including

accountants, legal counsel, service providers and other advisors (it being understood that the Persons to whom such disclosure is made

will be informed of the confidential nature of such Information and instructed to keep such Information confidential and the disclosing

party will be responsible for any disclosure by such Persons), (ii) to the extent requested by any regulatory authority (including

any self-regulatory authority having supervisory jurisdiction over such Person), (iii) to the extent required by applicable laws

or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with

the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the

enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those

of this Section, to (A) any assignee under Section 10.4 or Participant in (or trustee for such assignee or Participant), or

any prospective assignee under Section 10.4 or Participant in (or trustee for such assignee or Participant), any of its rights

or obligations under this Agreement (including any such parties’ potential investors and investment advisors) or (B) any actual

or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (vii) with

the consent of the Borrower, or (viii) to the extent such Information (A) becomes publicly available other than as a result

of a breach of this Section 10.14 or an agreement described in clause (vi) above or (B) becomes available to the Administrative

Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrower

and the known Affiliates and representatives thereof (other than a source actually known by such disclosing Person to be bound by confidentiality

obligations with respect thereto). For the purposes of this Section 10.14, “Information” means all information

received from or on behalf of the Borrower relating to the Borrower, any Loan Party or any of their Affiliates or their respective businesses,

other than any such information that is available to the Administrative Agent, Issuing Bank or Lender on a non-confidential basis

prior to disclosure by or on behalf of the Borrower (other than from a source actually known by such party to be bound by confidentiality

obligations). Any Person required to maintain the confidentiality of Information as provided in this Section 10.14 shall be considered

to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of

such Information as such Person would accord to its own confidential information. For the avoidance of doubt, nothing herein prohibits

any individual from communicating or disclosing information regarding suspected violations of laws, rules, or regulations to a governmental,

regulatory, or self-regulatory authority (any such entity, a “Regulatory Authority”) without any notification to any

person to the extent that any such prohibition on disclosure set forth in this Section 10.14(a) shall be prohibited by the laws

or regulations applicable to such Regulatory Authority.

(b)            EACH

LENDER ACKNOWLEDGES THAT CONFIDENTIAL INFORMATION AS DEFINED IN THIS SECTION 10.14 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE

MATERIAL NON-PUBLIC INFORMATION CONCERNING THE LOAN PARTIES AND THEIR AFFILIATES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT

HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC

INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE LOAN PARTIES OR THE ADMINISTRATIVE AGENT PURSUANT TO,

OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION

ABOUT THE BORROWER, THE OTHER LOAN PARTIES AND THEIR AFFILIATES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO

THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE DELIVERED TO THE ADMINISTRATIVE AGENT

A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE

PROCEDURES AND APPLICABLE LAW.

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Section 10.15         Acknowledgment

Regarding Any Supported QFCs.

To the extent that the Loan

Documents provide support, through a guarantee or otherwise, for any Swap Obligation or any other agreement or instrument that is a QFC

(such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge

and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance

Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder,

the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions

below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the

State of New York and/or of the United States or any other state of the United States):

(a)            In

the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding

under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest

and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such

QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special

Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed

by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party

becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply

to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater

extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents

were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood

and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered

Party with respect to a Supported QFC or any QFC Credit Support.

(b)            As

used in this Section 10.15, the following terms have the following meanings:

“BHC Act

Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12

U.S.C. 1841(k)) of such party.

“Covered

Entity” means any of the following:

(i)            a

“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

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(ii)           a

“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)          a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default

Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable.

“QFC”

has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.

5390(c)(8)(D).

Section 10.16             No

Fiduciary Duty.

Each Loan Party agrees that

in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, such Loan Party

and its Affiliates, on the one hand, and each Agent, each Arranger and each other Credit Party, and their respective Affiliates, on the

other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of any

Agent, any Arranger or any other Credit Party, or any of their respective Affiliates, and no such duty will be deemed to have arisen in

connection with any such transactions or communications. Each of the Borrower and the Administrative Agent acknowledge

that each Lender and their respective Affiliates may have economic interests that conflict with those of the Loan Parties, their stockholders

and/or their respective Affiliates.

Section 10.17             [Reserved].

Section 10.18             Acknowledgement

and Consent to Bail-In of Affected 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 Affected 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 the applicable 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 the applicable Resolution Authority to any such liabilities arising hereunder which

may be payable to it by any party hereto that is an Affected 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 Affected 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;

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(iii)          the

variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution

Authority.

Section 10.19         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, the Administrative

Agent and not, for the avoidance of doubt, to or for the benefit of the 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 Section 3(42) of ERISA or otherwise) of one or more Benefit

Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters

of Credit, the Commitments or this Agreement,

(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 subsections (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

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(iv)          such

other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and

such Lender.

(b)            In

addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or

(2) a Lender has provided another representation, warranty and covenant in accordance with 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, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan

Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance

into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including

in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any

documents related hereto or thereto).

Section 10.20         Erroneous

Payments

(a)            If

the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing

Bank or Secured Party (any such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”)

that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding

clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously

transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing

Bank, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment

of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and

demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of

the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent,

and such Lender, Issuing Bank or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf,

shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative

Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency

so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof)

was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater

of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank

compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall

be conclusive, absent manifest error.

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(b)            Without

limiting immediately preceding clause (a), each Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf

of a Lender, Issuing Bank or Secured Party, hereby further agrees that if it receives a payment, prepayment or repayment (whether

received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent

(or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment,

prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment,

(y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any

of its Affiliates), or (z) that such Lender, Issuing Bank or Secured Party, or other such recipient, otherwise becomes aware

was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i)            (A) in

the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from

the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each

case, with respect to such payment, prepayment or repayment; and

(ii)           such

Lender, Issuing Bank or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to)

promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of

such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent

pursuant to this Section 10.20(b).

Lender, Issuing Bank or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at

any time owing to such Lender, Issuing Bank or Secured Party under any Loan Document, or otherwise payable or distributable by the

Administrative Agent to such Lender, Issuing Bank or Secured Party from any source, against any amount due to the Administrative

Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

193

(d)            In

the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor

by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or Issuing Bank that has received such

Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on

its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative

Agent’s notice to such Lender or Issuing Bank at any time, (i) such Lender or Issuing Bank shall be deemed to have assigned

its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous

Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative

Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous

Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative

Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance (or, to

the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to a Platform as to which the Administrative

Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank

shall deliver any promissory notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent

as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition,

the Administrative Agent as the assignee Lender shall become a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous

Payment Deficiency Assignment and the assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable,

hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the

indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning

Issuing Bank, and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous

Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment

Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender

or Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall

retain all other rights, remedies and claims against such Lender or Issuing Bank (and/or against any recipient that receives funds on

its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender

or Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto

agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous

Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent

shall be contractually subrogated to all the rights and interests of the applicable Lender, Issuing Bank or Secured Party under the

Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e)            The

parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the

Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount

of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for

the purpose of paying, prepaying, repaying, discharging or otherwise satisfying any Obligations owed by the Borrower or any other Loan

Party.

(f)            To

the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,

and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim

by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based

on “discharge for value” or any similar doctrine.

(g)            Each

party’s obligations, agreements and waivers under this Section 10.20 shall survive the resignation or replacement of the Administrative

Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or

the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

194

Section 10.21         Intercreditor

Agreement.

Notwithstanding anything to

the contrary set forth herein, to the extent the Borrower and the Administrative Agent enter into an Intercreditor Agreement (or the Borrower

acknowledges and consents to such Intercreditor Agreement in writing) in accordance with the terms hereof, this Agreement will be subject

to the terms and provisions of such Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement

and any such Intercreditor Agreement, the provisions of such Intercreditor Agreement shall govern and control. The Lenders acknowledge

and agree that the Administrative Agent is authorized to, and the Administrative Agent agrees that with respect to any applicable secured

Indebtedness permitted to be incurred under this Agreement, upon request by the Borrower, it shall, enter into a Intercreditor Agreement

in accordance with the terms hereof. The Lenders authorize the Administrative Agent to (a) enter into any such Intercreditor Agreement,

(b) bind the Lenders on the terms set forth in such Intercreditor Agreement and (c) perform and observe its obligations under

such Intercreditor Agreement.

ARTICLE 11

GUARANTEE

Section 11.1           Guarantee;

Fraudulent Transfer, Etc.; Contribution.

(a)            Guarantee.

Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety,

the Obligations (other than Obligations which constitute Excluded Swap Obligations). Each Guarantor further agrees that the Obligations

may be extended or renewed, in whole or in part, without notice to or further assent from it and that it will remain bound upon its guarantee

notwithstanding any extension or renewal of any Obligation.

(b)            Guarantee

of Payment; Continuing Guarantee. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when

due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party

to any of the security held for payment of the Obligations or to any balance of any deposit account or credit on the books of the Administrative

Agent or any other Secured Party in favor of the Borrower or any other Person. Subject to Section 11.8, each Guarantor further agrees

that its guarantee is a continuing guarantee of the Obligations whenever arising.

195

Transfer. Anything in this Article 11 to the contrary notwithstanding, (i) the obligations of each Subsidiary Guarantor

hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Subsidiary Guarantor’s

obligations hereunder subject to avoidance as a fraudulent transfer, obligation or conveyance under Section 548 of Title 11 of the

United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each

case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent

Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (A) in respect of intercompany debt

owed or owing to the Borrower or Affiliates of the Borrower to the extent that such debt would be discharged in an amount equal to the

amount paid by such Subsidiary Guarantor hereunder and (B) under any Guarantee of senior unsecured debt or Indebtedness subordinated

in right of payment to the Obligations, which Guarantee contains a limitation as to maximum amount similar to that set forth in this clause

(i), pursuant to which the liability of such Subsidiary Guarantor hereunder is included in the liabilities taken into account in determining

such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer

Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Subsidiary Guarantor pursuant to

(I) applicable law or (II) any agreement providing for an equitable allocation among such Subsidiary Guarantor and other Affiliates

of the Borrower of obligations arising under guarantees by such parties (including the agreements described in Section 11.1(d)) and

(ii) the Borrower expressly subordinates any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or

any other claim that it may now or hereafter have against any Loan Party, any other guarantor or any other Person directly or contingently

liable for the Obligations, or against or with respect to the property of any other Loan Party, such other guarantor or such other Person,

arising from the existence or performance hereof, including, but not limited to, in the event that any money or property shall be transferred

to any Credit Party by the Borrower pursuant to this Article 11 in reduction of the Obligations or otherwise.

(d)            Contributions.

In addition to all rights of indemnity and subrogation the Subsidiary Guarantors may have under applicable law (but subject to this clause

(d)), the Borrower agrees that (i) in the event a payment shall be made by any Subsidiary Guarantor hereunder, the Borrower shall

indemnify such Subsidiary Guarantor for the full amount of such payment, and such Subsidiary Guarantor shall be subrogated to the rights

of the Person to whom such payments shall have been made to the extent of such payment, and (ii) in the event that any assets of

any Subsidiary Guarantor shall be sold pursuant to any Loan Document to satisfy any claim of any Secured Party, the Borrower shall indemnify

such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. Each Subsidiary

Guarantor (a “Contributing Subsidiary Guarantor”) agrees (subject to this clause (d)) that, in the event a payment

shall be made by any other Subsidiary Guarantor hereunder or assets of any other Subsidiary Guarantor shall be sold pursuant to any Loan

Document to satisfy a claim of any Secured Party and such other Subsidiary Guarantor (the “Claiming Subsidiary Guarantor”)

shall not have been fully indemnified by the Borrower as provided in this clause (d), the Contributing Subsidiary Guarantor shall indemnify

the Claiming Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market

value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing

Subsidiary Guarantor on the Amendment Effective Date and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors

on the Amendment Effective Date (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 11.9, the

date of the Guarantee Supplement executed and delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making any

payment to a Claiming Subsidiary Guarantor pursuant to this clause (d) shall be subrogated to the rights of such Claiming Subsidiary

Guarantor under this clause (d) to the extent of such payment. Notwithstanding any provision of this clause (d) to the contrary,

all rights of the Subsidiary Guarantors under this clause (d) and all other rights of indemnity, contribution or subrogation under

applicable law or otherwise shall be fully subordinated to the payment in full in cash of the Obligations. No failure on the part of the

Borrower or any Subsidiary Guarantor to make the payments required by this clause (d) (or any other payments required under applicable

law or otherwise) shall in any respect limit the obligations and liabilities of any Subsidiary Guarantor with respect to its obligations

under this clause (d), and each Subsidiary Guarantor shall remain liable for the full amount of the obligations of such Subsidiary Guarantor

under this clause (d).

196

Section 11.2           Obligations

Not Waived.

To the fullest extent permitted

by applicable law, each Guarantor waives presentment to, demand of payment from, and protest to any Loan Party of any of the Obligations,

and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent permitted by applicable

law, the obligations of each Guarantor hereunder shall not be affected by (i) the failure of the Administrative Agent or any other

Secured Party to assert any claim or demand or to enforce or exercise any right or remedy against the Borrower or any other Guarantor

under the provisions of this Agreement or any other Loan Document, or otherwise, (ii) any rescission, waiver, amendment or modification

of, or any release from, any of the terms or provisions of this Article 11, any other Loan Document, any Guarantee or any other agreement,

including with respect to any other Guarantor under this Article 11, (iii) the failure to perfect any security interest in,

or the release of, any of the security held by or on behalf of the Administrative Agent or any other Secured Party, or (iv) any other

circumstance that would constitute a surety defense (other than payment in full in cash of all of the Obligations).

Section 11.3           Security.

Each Guarantor authorizes the

Administrative Agent and each other Secured Party to (i) take and hold security for the payment of the obligations under the provisions

of this Article 11 pursuant to the Security Documents and exchange, enforce, waive and release any such security, (ii) apply

such security and direct the order or manner of sale thereof in accordance with the Loan Documents and (iii) release or substitute

any one or more endorsees, other Guarantors or other obligors.

Section 11.4           No

Discharge or Diminishment of Guarantee.

The obligations of each Guarantor

hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full

in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and

shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality

or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor

hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party

to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver

or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations,

or by any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise

operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations).

197

Section 11.5           Defenses

of Borrower Waived.

To the fullest extent permitted

by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of the Borrower or any other Loan

Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability

of the Borrower or any other Loan Party, other than the payment in full in cash of the Obligations. The Administrative Agent and the other

Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales,

accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation

with the Borrower or any Guarantor or exercise any other right or remedy available to them against the Borrower or any Guarantor, without

affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully paid in

cash. Pursuant to applicable law, each Guarantor waives any defense arising out of any such election even though such election operates,

pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor

against the Borrower or any other Guarantor, as applicable, or any security.

Section 11.6           Agreement

to Pay; Subordination.

In furtherance of the foregoing

and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any

Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation (other than Excluded Swap Obligations)

when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby

promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby

in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Secured Party

as provided above, all rights of such Guarantor against the applicable Loan Party arising as a result thereof by way of right of subrogation,

contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment

in full in cash of the Obligations. In addition, any debt or Lien of the Borrower or any other Loan Party now or hereafter held by any

Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens

created under the Loan Documents (provided that payments on such debt may be made at any time when no Event of Default has occurred

and is continuing). If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement,

indemnity or similar right or (ii) any such debt of the Borrower or such other Loan Party, such amount shall be held in trust for

the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations,

whether matured or unmatured, in accordance with the terms of the Loan Documents.

Section 11.7           Information.

Each Guarantor assumes all responsibility

for being and keeping itself informed of each Loan Party’s financial condition and assets, and of all other circumstances bearing

upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder,

and agrees that none of the Administrative Agent or the other Secured Parties will have any duty to advise any of the Guarantors of information

known to it or any of them regarding such circumstances or risks.

198

Section 11.8           Termination.

(a)            The

guarantees made hereunder (i) shall terminate when all the Obligations have been paid in full in cash (other than contingent or indemnification

obligations not then due), all Letters of Credit have expired and all LC Disbursements have been reimbursed, and the Lenders have no further

commitment to lend or otherwise extend credit under this Agreement and (ii) shall continue to be effective or be reinstated, as applicable,

if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any

Guarantor upon the bankruptcy or reorganization of any Loan Party or otherwise.

(b)            If

any Equity Interest in any Subsidiary Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the

Loan Documents and, immediately after giving effect thereto, such Subsidiary Guarantor shall no longer be a subsidiary, then the obligations

of such Subsidiary Guarantor under this Article 11 shall be automatically released.

Section 11.9           Additional

Guarantors.

Upon execution and delivery

after the Amendment Effective Date by the Administrative Agent and a Subsidiary of a Guarantee Supplement, such Subsidiary shall become

a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein. The execution

and delivery of any Guarantee Supplement shall not require the consent of any other Loan Party. The rights and obligations of each Guarantor

hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Section 11.10         Keepwell.

Each Qualified ECP Guarantor

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 Guarantee obligations under this Article 11 in respect of Swap Obligations

(provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.10 for the maximum amount of such

liability that can be hereby incurred without rendering its obligations under this Section 11.10, or its Guarantee obligations under

this Article 11, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater

amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until such Qualified

ECP Guarantor’s obligations under this Article 11 terminate pursuant to Section 11.8. Each Qualified ECP Guarantor intends

that this Section 11.10 constitute, and this Section 11.10 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.

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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