RUS Project Designation:

\[[RUS DESIGNATION]{.mark}\]

LOAN AGREEMENT

dated as of \[[date]{.mark}\]

between

\[[BORROWER'S NAME]{.mark}\]

and

THE UNITED STATES OF AMERICA

UNITED STATES DEPARTMENT OF AGRICULTURE

RURAL UTILITIES SERVICE

**LOAN AGREEMENT**

THIS LOAN AGREEMENT (this "Agreement,") dated as of \[[date]{.mark}\] is
between \[**[BORROWER'S NAME]{.mark}**\] ("Borrower,") a \[[corporation
or limited liability company]{.mark}\] existing under the laws of
\[[STATE]{.mark}\], and the **UNITED STATES OF AMERICA**, acting through
the Administrator of the Rural Utilities Service (\"RUS.\")

The Borrower has applied for financial assistance ("Application") to
RUS, requesting financial assistance from RUS to finance broadband
services in rural areas.

RUS is willing to extend financial assistance, in the form of a loan to
the Borrower, pursuant to Title VI of the Rural Electrification Act of
1936 (7 U.S.C. 901 *et seq*.,) and all applicable federal regulations,
on the terms and conditions stated herein.

THEREFORE, in consideration of the promises and mutual covenants herein
contained, the parties agree and bind themselves as follows:

**ARTICLE I - DEFINITIONS**

The terms defined herein include both the plural and the singular.
Unless otherwise specifically provided, all accounting terms not
otherwise defined herein shall have the meanings assigned to them, and
all determinations and computations herein provided for shall be made in
accordance with Accounting Requirements.

"Accounting Requirements" shall mean the system of accounting prescribed
by RUS in RUS Regulations.

"Advance" or "Advances" shall mean an advance or advances made by RUS
under the Note(s).

"Affiliate" or "Affiliated Company" of any specified person or entity
means any other person or entity directly or indirectly controlling of,
controlled by, under direct or indirect common control with, or related
to, such specified person or entity. For the purpose of this definition,
"control" of any specified person or entity means the power to direct
the management and policies of such specified person or entity, directly
or indirectly, whether through the ownership of stock, by contract, or
otherwise.

"Application" shall have the meaning as defined in the second paragraph
hereof.

**"**Business Day" shall mean any day that RUS and the Department of
Treasury are both open for business.

"Distribution" shall have the meaning as defined in Section 6.9.

"Event of Default" shall have the meaning as defined in Article VIII.

"Expiration Date" shall have the meaning as defined in Paragraph (c) of
Section 3.1.

"Interest Expense" shall have the meaning as defined in Attachment 3.

"Laws" shall have the meaning as defined in paragraph (e) of Article II.

"Loans" shall mean the loans described in Section 3.1.

"Loan Documents" shall mean, collectively, this Agreement, Security
Documents and the Note(s).

"Material Adverse Effect" shall mean a material adverse effect on, or
change in, the condition, financial or otherwise, operations,
properties, business or prospects of the Borrower or on the ability of
the Borrower to perform its obligations under the Loan Documents as
determined by RUS.

"Net Income" or "Net Margins" shall have the meaning as defined in
Attachment 3.

"Net Worth" shall have the meaning as defined in Attachment 3.

"Note(s)" shall have the meaning as defined in Paragraph (a) of Section
3.2.

"Permitted Encumbrances" shall have the meaning as defined in the
Security Documents.

"Pledged Deposit Account" shall have the meaning as defined in Section
5.4.

"Project" shall have the meaning as defined in Paragraph (a) of Section
3.4.

"RUS Regulations" shall mean the rules, regulations and bulletins of
general applicability published by RUS from time to time, as such rules,
regulations and bulletins exist at the date of applicability thereof,
and shall also include any rule and regulations of other Federal
entities which RUS is required by law to implement**.** Any reference to
specific RUS Regulations shall mean the version of and cite to such
regulation effective at the date of applicability thereof.

"Security Documents" shall mean, collectively, any mortgage, security
agreement, financing statement, deposit account control agreement or
other document providing collateral for the Loan.

"Service Rates" shall mean the rates charged for data, video, voice or
any other service proposed in the Application.

"Subsidiaries" shall mean the subsidiaries listed in Schedule 1.

"TIER" shall mean the Borrower's total Net Income or Net Margins plus
Interest Expense payable for any year divided by Interest Expense
payable for such year, as determined in Schedule 1 hereto.

"TIER Commencement Date" shall have the meaning as defined in Section
5.11.

"Total Assets" shall have the meaning as defined in Attachment 3.

**ARTICLE II - REPRESENTATIONS AND WARRANTIES**

Recognizing that RUS is relying hereon, the Borrower represents and
warrants, as of the date of this Agreement, as follows:

\(a\) *Organization; Power, Etc* The Borrower*:* (i) is the type of
organization specified in the first paragraph hereof, duly organized,
validly existing, and in good standing under the laws of the State
identified in the first paragraph hereof; (ii) is duly qualified to do
business and is in good standing in each jurisdiction in which the
transaction of its business make such qualification necessary; (iii) has
legal power to own and operate its assets and to carry on its business
and to enter into and perform its obligations under the Loan Documents;
(iv) has duly and lawfully obtained and maintained all material
licenses, certificates, permits, authorizations and approvals necessary
to conduct its business or required by applicable Laws; and (v) is
eligible to obtain the financial assistance from RUS contemplated by the
Agreement.

\(b\) *Authority.* The execution, delivery and performance by the
Borrower of this Agreement and the other Loan Documents and the
performance of the transactions contemplated hereby and thereby have
been duly authorized by all necessary actions and do not violate any
provision of law or any charter, articles of incorporation, organization
documents or bylaws of the Borrower or result in a breach of, or
constitute a default under, any agreement, security agreement, note or
other instrument to which the Borrower is a party or by which it may be
bound. The Borrower has not received any notice from any other party to
any of the foregoing that a default has occurred or that any event or
condition exists that with the giving of notice or lapse of time or both
would constitute such a default.

\(c\) *Consents*. No consent, approval, authorization, order, filing,
qualification, license, or permit of any governmental authority is
necessary in connection with the execution, delivery, performance or
enforcement of the Loan Documents, except such as have been obtained and
are in full force and effect.

\(d\) *Binding Agreement.* Each of the Loan Documents is, or when
executed and delivered will be, the legal, valid, and binding obligation
of the Borrower, enforceable in accordance with its terms, subject only
to limitations on enforceability imposed in equity or by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally.

\(e\) *Compliance with Laws.* The Borrower is in compliance in all
material respects with all federal, state and local laws, rules,
regulations, ordinances, codes and orders (collectively, "Laws.")

\(f\) *Litigation.* There are no pending or threatened legal,
arbitration or governmental actions or proceedings to which the Borrower
is a party or to which any of its property is subject which, if
adversely determined, could have a Material Adverse Effect.

\(g\) *Information Submitted with Application.* All information,
reports, and other documents and data submitted to RUS in connection
with the Application were, at the time the same were furnished,
complete, and correct in all material respects. Any financial statements
or data submitted to RUS in connection with the Application present
fairly, in all material respects, the financial position of the Borrower
and the results of its operations in conformity with Accounting
Requirements. Since the date thereof, there has been no material adverse
change in the financial condition or operations of the Borrower.

\(h\) *Location of Properties*. All real property and interests therein
of the Borrower are located in the states and counties or parishes
identified in the Security Documents.

\(i\) *Principal Place of Business.* The principal place of business and
chief executive office of the Borrower is at the address of the Borrower
specified in Schedule 1 hereto.

\(j\) *Organization Number.* The Borrower's organization number is
correctly identified in Schedule 1 hereto.

\(k\) *Subsidiaries and Parent.* Any subsidiaries or parent of the
Borrower are disclosed on the attached Schedule 1.

\(l\) *Defaults Under Other Agreements.* No default by the Borrower has
occurred under any agreement or instrument to which the Borrower is a
party or to which any of its property is subject that could have a
Material Adverse Effect.

\(m\) *Title to Property.* Except as disclosed in writing in the opinion
of counsel, the Borrower holds good and marketable title to all of the
collateral securing the Loan, free and clear of any liens, security
interests or other encumbrances except for Permitted Encumbrances**.**

**ARTICLE III -- THE LOANS**

**Section 3.1** **[Loan Amount, Interest Rate, and Expiration
Date.]{.underline}**

> \(a\) RUS agrees to make and the Borrower agrees to accept, on the
> terms and conditions stated in this Agreement, a loan, in the amount
> specified in Schedule 1 hereto ("Loan.")
>
> \(b\) The portion of the Loan specified in Schedule 1 hereto will bear
> interest at the comparable Treasury rate for comparable maturities, as
> determined by RUS, and the portion of the Loan specified in Schedule 1
> hereto will bear interest at the rate of four percent (4%) per annum.
>
> \(c\) The obligation of RUS to advance the Loan or any portion of the
> Loan shall expire on a date (\"Expiration Date\") five years from the
> date of the Note(s). No portion of the Loan will be advanced by RUS to
> the Borrower after the Expiration Date. RUS, in its sole discretion,
> may approve an extension of the Expiration Date, provided that the
> Borrower notify RUS, in writing at least ten days prior to the
> Expiration Date, of the reasons and need for an extension, together
> with a suggested revised Expiration Date.

**Section 3.2 [Loan Documents]{.underline}**

> \(a\) The debt created by the Loan will be evidenced by a note(s)
> (\"Note(s)\") executed by the Borrower and payable to the United
> States of America. The Borrower shall repay the Loan in accordance
> with the Note(s) which shall be payable and bear interest in
> accordance with its (their) terms.
>
> \(b\) The Borrower shall execute the Security Documents covering all
> of the Borrower's property, in form and substance satisfactory to RUS,
> and such other security instruments as required by RUS.

**Section 3.3 [Payment]{.underline}**

Except as otherwise prescribed by RUS, the Borrower shall make all
payments on the Note(s) utilizing electronic fund transfer procedures as
specified by RUS.

**Section 3.4 [Project]{.underline}**

\(a\) *Loan Purpose.* The Loan has been made solely to finance the
project specifically described in the Application ("Project.")

\(b\) *Changes to Project*. The Borrower shall obtain the prior written
approval of RUS for any material change to the scope, loan design,
construction, delivery of services, or objective of the Project.

**ARTICLE IV -- CONDITIONS OF LENDING**

**Section 4.1 [Conditions Precedent to Loan Closing]{.underline}**

In connection with the execution and delivery of this Agreement, each of
the following conditions shall be satisfied (all documents, certificates
and other evidence of such conditions are to be satisfactory to RUS in
its discretion):

\(a\) *Legal Matters.* All legal matters incident to the consummation of
the transactions hereby contemplated shall be satisfactory to counsel
for RUS;

\(b\) *Loan Documents.* RUS shall receive duly executed originals of the
Loan Documents;

\(c\) *Filed and Recorded Security Documents.* RUS shall have received
the following documents securing the Loan: (i) executed, filed and
indexed financing statements covering all of the personal property and
fixtures of the Borrower and (ii) executed, filed and recorded
counterparts of a mortgage covering all of the Borrower's real property;

\(d\) *Articles of Incorporation, Charter, Bylaws and Organizational
Documents.* With respect to corporate and cooperative Borrowers, RUS
shall have received certified copies of the Borrower's most recent
articles of incorporation or charter and bylaws. With respect to limited
liability companies or similar organizations, RUS shall have received
certified copies of the Borrower's most recent organization documents
containing provisions reflecting the obligations of the Borrower in
paragraphs (c) and (d) of Section 6.3;

\(e\) *Authorizations.* RUS shall have received satisfactory evidence
that all Loan Documents and proceedings of the Borrower necessary for
duly authorizing the execution, delivery and performance of the Loan
Documents have been obtained and are in full force and effect;

\(f\) *Approvals.* RUS shall have received satisfactory evidence that
the Borrower has duly registered when and where required by law with all
state, Federal and other public authorities and regulatory bodies and
obtained all authorizations, certificates, permits, licenses, franchises
and approvals necessary for, or required as a condition of, the validity
and enforceability of each of the Loan Documents and for the
construction and operation of the Project;

\(g\) *Title Evidence.* RUS shall have received satisfactory evidence
that the Borrower has good and marketable title to its property,
including the Project, and holds such franchises, permits, leases,
easements, rights, privileges, licenses, or right-of-way instruments,
reasonably adequate in form and substance, as may be required by law for
the continued maintenance and operation of the existing facilities and
Project; and

\(h\) *Opinion of Counsel.* RUS shall receive an opinion of counsel for
the Borrower (who shall be acceptable to RUS) in form and content
acceptable to RUS.

**Section 4.2 [General Conditions Precedent to RUS' Obligations to
Release Funds for Advance]{.underline}**

The obligations of RUS hereunder are subject to the satisfaction of each
of the following conditions precedent (all documents, certificate and
other evidence of such conditions are to be satisfactory to RUS in its
discretion):

> \(a\) *Service Rate Evidence.* RUS shall have received satisfactory
> evidence that the Borrower has duly adopted Service Rates for all
> proposed services which are designed with a view to (i) paying and
> discharging all taxes, maintenance expenses, and operating expenses of
> the Borrower, (ii) making all payments in respect of principal and
> interest on the Note(s) when and as the same shall become due, (iii)
> providing and maintaining reasonable working capital of the Borrower,
> and (iv) producing and maintaining the TIER specified in Schedule 1
> hereto;
>
> \(b\) *Fidelity Bond or Theft Insurance Coverage.* RUS has received
> from the Borrower, except Borrowers which are units of government,
> evidence, satisfactory to RUS, that the Borrower has obtained fidelity
> bond or theft insurance coverage, as required by RUS Regulations at 7
> C.F.R. 1788, identifying RUS as a loss payee, from a surety doing
> business with the United States listed in 31 CFR Part 223, in the
> amount specified in Schedule 1, covering all officers, employees, or
> agents of the Borrower authorized to receive, disburse, or receive and
> disburse the Loan;
>
> \(c\) *Compliance with Deposit Requirements.* RUS has received from
> the Borrower, evidence, satisfactory to RUS, that the Borrower has
> maintained on deposit in account, equity funds, in the amount
> specified in Schedule 1, to cover operating expenses, in accordance
> with 7 C.F.R. Section 1738.20(b), and has provided RUS with an advance
> schedule for such funds; and

\(d\) *Current Financial Information and Certificate of Authority.* RUS
has received from the Borrower (i) its current updated balance sheet,
statement of cash flow, and income statement and (ii) a duly authorized
and executed certification, Form 675, "Certification of Authority,"
designating an officer, employee, or agent of the Borrower as the person
or persons authorized to execute and submit, on behalf of the Borrower,
REA Form 481, "Financial Requirement Statement."

**Section 4.3 [Conditions to Individual Advances]{.underline}**

The obligations of RUS to approve any Advance of the Loan is subject to
the satisfaction of each of the following conditions precedent on or
before the date of such Advance (all documents, certificates and other
evidence of such conditions precedent are to be satisfactory to RUS in
its discretion):

> \(a\) *Continuing Representations and Warranties.* That the
> representations and warranties of the Borrower contained in this
> Agreement be true and correct on and as of the date of such Advance as
> though made on and as of such date;

\(b\) *Material Adverse Effect.* That no event has occurred which has
had or could have a Material Adverse Effect;

\(c\) *Event of Default.* That no Event of Default and no event which
with the passage of time or giving of notice, or both, would constitute
an Event of Default shall have occurred and be continuing, or shall have
occurred after giving effect to any Advances on the books of the
Borrower;

\(d\) *Requisitions and Supporting Documentation.* That RUS shall have
received a requisition, not more frequently than once a month, and
supporting documentation from the Borrower in accordance with Rural
Utilities Service RUS Bulletin 1738-2, *Rural Broadband Access Loan and
Loan Guarantee Advance and Construction Procedures Guide*, as amended
and supplemented from time to time (hereinafter "RUS Bulletin 1738-2,")
attached hereto as Attachment 1 or available at
http://www.usda.gov/rus/telecom/broadband/rus-bulletin-1738-2;

\(e\) *Flood Insurance.* That for any Advance used in whole or in part
to finance the construction or acquisition of any building in any area
identified by the Secretary of Housing and Urban Development pursuant to
the Flood Disaster Protection Act of 1973 (the "Flood Insurance Act") or
any rules, regulations or orders issued to implement the Flood Insurance
Act as any area having special flood hazards, or to finance any
facilities or materials to be located in any such building, or in any
building owned or occupied by the Borrower and located in such a flood
hazard area, the Borrower shall have submitted evidence, in form and
substance satisfactory to RUS or RUS has otherwise determined, that (i)
the community in which such area is located is then participating in the
national flood insurance program, as required by the Flood Insurance Act
and any related regulations, and (ii) the Borrower has obtained flood
insurance coverage with respect to such building and contents as may
then be required pursuant to the Flood Insurance Act and any related
regulations.;

\(f\) *Current Financial Information.* That RUS has received from the
Borrower its current, updated balance sheet, statement of cash flow, and
income statement;

\(g\) *Compliance with Deposit Requirements*. RUS has received from the
Borrower, evidence, satisfactory to RUS, that the Borrower has
maintained on deposit in account, equity funds, in the amount specified
in Schedule 1, to cover operating expenses, in accordance with 7 C.F.R.
Section 1738.20(b), and has provided RUS with an advance schedule for
such funds;

> \(h\) *Compliance with Loan Documents.* That the Borrower is in
> material compliance with the Loan Documents;

\(i\) *Additional Documents.* The Borrower agrees to provide RUS with
such additional documents as RUS may request; and

\(j\) *Additional Conditions.* The Borrower has met all additional
conditions specified in Schedule 1 hereto.

**Section 4.4 [First Advance to Pay Off Interim Financing; Restrictions
on Subsequent Advances]{.underline}**

Loan funds to pay off RUS-approved interim financing, if any, will be
included in the first loan advance. Thereafter no further advances will
be made unless and until the Borrower has furnished evidence, in form
and content satisfactory to RUS, that such interim financing has been
paid in full and any associated liens have been duly discharged of
record.

**ARTICLE V -- AFFIRMATIVE COVENANTS**

**Section 5.1 [Generally]{.underline}**

Unless otherwise agreed to in writing by RUS, while this Agreement is in
effect, the Borrower shall duly observe each of the affirmative
covenants contained in this Article V.

**Section 5.2 [Use of Advances]{.underline}**

The Borrower shall apply the proceeds of Advances in accordance with its
Application with such modifications as may be mutually agreed to in
writing by RUS and the Borrower.

**Section 5.3 [Unused and Disallowed Advances]{.underline}**

> \(a\) The Borrower shall return to RUS forthwith all or any advanced
> portion of the Loan not disbursed by the Borrower for the Project or
> not needed to complete the Project with any interest earned thereon
> when deposited in the Pledged Deposit Account or other account
> approved by RUS.

\(b\) The Borrower shall reimburse RUS for any advanced funds whose
original expenditure has been disallowed by a RUS loan audit.
Disallowances shall be satisfied, as directed by RUS, by either
administrative offset against requests for Advances or repaying the
disallowed amount directly to the United States Treasury. Such
disallowed amounts shall accrue interest payable to RUS from the date
RUS delivers to the Borrower a written demand for payment. Interest
shall accrue at the lesser of the following: the interest rate of the
disallowed Advance or the then current United States Treasury rate as
prescribed by the Secretary of the Treasury in the Federal Register and
the Treasury Fiscal Requirements Manual Bulletin. Closeout of the Loan
will not affect the right of RUS to disallow expenditures and recover,
in full, any amount on the basis of a subsequent audit or other review
or the Borrower's obligation to return any disallowed expenditures.

**Section 5.4 [Deposit of Advances into Pledged Deposit
Account]{.underline}**

> \(a\) The Borrower shall open and maintain a deposit account pledged
> to RUS ("Pledged Deposit Account,") in a bank or depository whose
> deposits are insured by the Federal Deposit Insurance Corporation or
> other federal agency acceptable to RUS and shall be designated by the
> RUS name of the Borrower followed by the words "Pledge Deposit
> Account." The Borrower shall promptly deposit proceeds from all
> Advances of the Broadband Loan, including previously advanced funds
> whose original expenditure has been disallowed by a RUS loan audit,
> and other funds described on Schedule 1 hereto (hereinafter
> "Additional Funds") into the Pledged Deposit Account. Moneys in the
> Pledged Deposit Account shall be used solely for the purposes for
> which the Advance was made, for the purposes as set forth in Schedule
> 1 hereto (hereinafter "Additional Purposes,") or for such other
> purposes as may be approved by RUS. Deposits and disbursements from
> the Pledged Deposit Account shall be made and recorded in accordance
> with Attachment 1 hereto, RUS Bulletin 1738-2, as amended and
> supplemented from time to time.
>
> \(b\) *First Lien on Pledged Deposit Account.* The Borrower shall
> establish and maintain the Pledged Deposit Account as a deposit
> account and perfect a first and prior lien in such account for RUS,
> (pursuant to a deposit account agreement or similar agreement or
> mechanism for perfecting as provided by applicable law) in form
> acceptable to RUS.

**Section 5.5 [Use of Operating Funds]{.underline}**

The Borrower shall expend the operating funds required by 7 C.F.R.
Section 1738.20(b), as approved by RUS, and shall provide RUS with a
schedule for the expenditure of such funds.

**Section 5.6 [Financial Books]{.underline}**

The Borrower shall maintain, at its premises, such books, documents,
papers, or other records and supporting documents, including, but not
limited to, invoices, receipts, and bills of sale, adequate to identify
the purposes for which, and the manner in which Loan and other funds
were expended on the Project. The Borrower shall at all times keep, and
safely preserve, proper books, records and accounts in which full and
true entries shall be made of all dealings, business, and affairs of the
Borrower and its Subsidiaries, in accordance with any applicable
Accounting Requirements. The Borrower shall maintain copies of all
documents submitted to RUS in connection with the Loan until the Loan
has been paid in full and all audits have been completed.

**Section 5.7 [Rights of Inspection]{.underline}**

The Borrower shall afford RUS, the Office of the Inspector General of
USDA, and the General Accounting Office, through their representatives,
reasonable opportunity, at all times during business hours and upon
prior notice, to have access to and right to inspect the Project, any
other property encumbered by the Security Documents, and any and all
books, records, accounts, including electronic books, records, accounts
and electronic mail messages, regardless of the physical form or
characteristics, invoices, contracts, leases, payrolls, canceled checks,
statements, and other documents, and papers of every kind belonging to
or in any way pertaining to its property or business, including its
Subsidiaries, if any, and to make copies or extracts therefrom.

**Section 5.8 [Annual and Special Financial Reports]{.underline}**

\(a\) One hundred twenty (120) days from the end of the Borrower's
fiscal year in which the first Advance is made and, thereafter, one
hundred twenty (120) days from the close of each fiscal year of the
Borrower, the Borrower shall cause to be prepared and furnished to RUS a
full and complete annual report of its financial condition and of its
operations in form and substance satisfactory to RUS, and as provided in
7 C.F.R. 1773, which is audited and certified by an independent
certified public accountant satisfactory to RUS and accompanied by a
report of such audit in form and substance satisfactory to RUS.

> \(b\) The Borrower shall also furnish to RUS fifteen (15) Business
> Days after the end of each calendar year quarter, and on such
> additional dates as specified in Schedule 1 (hereinafter "Additional
> Reporting Dates,") or as otherwise requested in writing by RUS,
> balance sheets, income statements, statements of cash flow, or such
> other reports concerning the financial condition or operations of the
> Borrower, including its Subsidiaries, as RUS may request or RUS
> Regulations require.

**Section 5.9 [Annual Compliance Certificate]{.underline}**

Commencing forty-five (45) days from the date hereof, and thereafter,
within forty-five (45) days after the close of each calendar year, or
more often if required in writing by RUS, the Borrower shall deliver to
RUS a written statement signed by its general manager, managing member,
or equivalent corporate official satisfactory to RUS, stating that,
during such year the Borrower has fulfilled its obligations under the
Loan Documents throughout such year in all material respects or, if
there has been a material default in the fulfillment of such
obligations, specifying each such default known to such official and the
nature and status thereof.

**Section 5.10 [Miscellaneous Reports and Notices]{.underline}**

The Borrower shall furnish to RUS:

\(a\) *Notice of Default*. Promptly after becoming aware thereof, notice
of: the occurrence of any default under the Loan Documents or the
receipt of any notice given pursuant to the Loan Documents with respect
to the occurrence of any event which with the giving of notice or the
passage of time, or both, could become an Event of Default hereunder or
under the other Loan Documents.

\(b\) *Notice of Litigation*. Promptly after the commencement thereof,
notice of the commencement of all actions, suits or proceedings before
any court, arbitrator, or governmental department, commission, board,
bureau, agency, or instrumentality affecting the Borrower or any
Affiliate which, if adversely determined, could have a Material Adverse
Effect on the Borrower.

> \(c\) *Regulatory and Other Notices*. Promptly after receipt thereof,
> copies of any notices or other communications received from any
> governmental authority with respect to any matter or proceeding which
> could have a Material Adverse Effect on the Borrower.
>
> \(d\) *Material Adverse Effect*. Promptly after becoming aware
> thereof, notice of any matter which has resulted or may result in a
> Material Adverse Effect on the Borrower.
>
> \(e\) *Corporate Document Changes*. Thirty (30) days prior to their
> effectiveness, any amendments, supplements or modifications to the
> Borrower's Articles of Incorporation, Charter, Bylaws, Operating
> Agreement, Members Agreements or other Organizational Documents.
>
> \(f\) *Other Information*. Such other information regarding the
> condition, financial or otherwise, or operations of the Borrower as
> RUS may, from time to time, reasonably request.

**Section 5.11 [Rates and Financial Performance Criteria]{.underline}**

The Borrower shall design, charge and maintain rates in effect which (i)
pay and discharge all taxes, maintenance expenses and operating expenses
of its system (ii) make all payments in respect of principal of and
interest on the Note(s) when and as the same shall become due, (iii)
provide and maintain reasonable working capital for the Borrower, and
(iv) maintain the TIER specified on Schedule 1 hereto commencing on the
date specified on Schedule 1 hereto (the "TIER Commencement Date") and
ending when the Loan is repaid in full.

**Section 5.12 [TIER]{.underline}**

The Borrower will maintain the TIER specified in Schedule 1 beginning on
the TIER Commencement Date until the Loan is paid in full.

**Section 5.13 [Corrective Action]{.underline}**

Within thirty (30) days of (i) sending the financial reports required by
Section 5.8 hereof that shows the TIER specified by Section 5.12 was not
achieved for the reported fiscal period or (ii) being notified by RUS
that the TIER specified in Section 5.12 was not achieved for the
reported fiscal period, whichever is earlier, the Borrower, in
consultation with RUS, shall provide a written plan satisfactory to RUS
setting forth the actions that shall be taken to achieve the specified
TIER on a timely basis and shall promptly implement said plan.

**Section 5.14 [Obligations with Respect to the Construction, Operation
and Maintenance of the Project]{.underline}**

\(a\) *Project Management and Operation.* The Borrower shall be
responsible for managing the day to day operations of the Project and
will operate the Project in an efficient and economic manner as well as
maintaining the Project in good repair.

\(b\) *Design Standards, Construction Standards and List of Material.*
The Borrower shall use design standards, construction standards and list
of acceptable materials in accordance with Attachment 1 hereto, RUS
Bulletin 1738-2, as amended and supplemented from time to time.

\(c\) *Plans and Specifications.* The Borrower shall submit plans and
specifications for construction to RUS for review and approval in
accordance with Attachment 1 hereto, RUS Bulletin 1738-2, as amended and
supplemented from time to time.

\(d\) *Standard Forms of Purchase Contracts, Installation Contracts,
Construction Contracts, and Engineering and Architectural Service
Contracts*. The Borrower shall use the standard forms of contracts
promulgated by RUS for construction, procurement, engineering services
and architectural services in accordance with Attachment 1 hereto, RUS
Bulletin 1738-2, as amended and supplemented from time to time, and
shall submit to RUS such contracts for review and approval in accordance
with such Attachment 1.

\(e\) *Contract Bidding Requirements.* The Borrower shall follow RUS
bidding procedures when contracting for construction or procurement in
accordance with Attachment 1 hereto, RUS Bulletin 1738-2, as amended and
supplemented from time to time.

\(f\) *Construction in Accordance with Loan Design.* The Borrower shall
cause the Project to be constructed and completed in accordance with the
loan design submitted with the Application.

\(g\) *General Insurance Requirements.* The Borrower shall take out and
maintain insurance on the Project and any other property acquired with
the Loan in accordance with 7 CFR Section 1788 as well as maintaining
the fidelity bond or theft insurance coverage required in Section 4.2(b)
hereof.

**Section 5.15 [Preservation of Existence and Rights]{.underline}**

The Borrower shall, until the Loan is repaid in full, take or cause to
be taken all such actions as from time to time may be necessary to
preserve its existence and to preserve and renew all franchises,
contracts, rights of way, easements, permits, and licenses now or
hereafter to be granted or conferred upon it, with respect to the
Project, the loss of which would have a Material Adverse Effect on the
Borrower.

**Section 5.16 [Compliance with Laws]{.underline}**

The Borrower shall operate and maintain the Project and its properties
in compliance in all material respects with all applicable Laws.

**Section 5.17 [Nondiscrimination]{.underline}**

\(a\) *Equal Opportunity Provisions in Construction Contracts*. The
Borrower shall incorporate or cause to be incorporated into any
construction contract, as defined in Executive Order 11246 of September
24, 1965 and implementing regulations, which is paid for in whole or in
part with funds obtained from RUS or borrowed on the credit of the
United States pursuant to a grant, contract, loan, insurance or
guarantee, or undertaken pursuant to any RUS program involving such
grant, contract, loan, insurance or guarantee, the equal opportunity
provisions set forth in Attachment 2 hereto, entitled Equal Opportunity
Contract Provisions.

\(b\) *Equal Opportunity Contract Provisions Also Bind the Borrower*.
The Borrower further agrees that it shall be bound by such equal
opportunity clause in any federally assisted construction work which it
performs itself other than through the permanent work force directly
employed by an agency of government.

\(c\) *Sanctions and Penalties*. The Borrower agrees that it shall
cooperate actively with RUS and the Secretary of Labor in obtaining the
compliance of contractors and subcontractors with the equal opportunity
clause and the rules, regulations and relevant orders of the Secretary
of Labor, that it shall furnish RUS and the Secretary of Labor such
information as they may require for the supervision of such compliance,
and that it shall otherwise assist the administering agency in the
discharge of RUS' primary responsibility for securing compliance. The
Borrower further agrees that it shall refrain from entering into any
contract or contract modification subject to Executive Order 11246 with
a contractor debarred from, or who has not demonstrated eligibility for,
Government contracts and federally assisted construction contracts
pursuant to Part II, Subpart D of Executive Order 11246 and shall carry
out such sanctions and penalties for violation of the equal opportunity
clause as may be imposed upon contractors and subcontractors by RUS or
the Secretary of Labor pursuant to Part II, Subpart D of Executive Order
11246. In addition, the Borrower agrees that if it fails or refuses to
comply with these undertakings RUS may cancel, terminate or suspend in
whole or in part this Agreement, may refrain from extending any further
assistance under any of its programs subject to Executive Order 11246
until satisfactory assurance of future compliance has been received from
the Borrower, or may refer the case to the Department of Justice for
appropriate legal proceedings.

**Section 5.18** **[Buy American]{.underline}**

The Borrower shall use or caused to be used in connection with the
expenditures of funds if such funds were obtained in whole or in part by
a loan being made or guaranteed by RUS only such unmanufactured
articles, materials, and supplies as have been mined or produced in the
United States or any eligible country, and only such manufactured
articles, material, and supplies as have been manufactured in the United
States or any eligible country substantially all from articles,
material, and supplies mined, produced or manufactured, as the case may
be, in the United States or any eligible country, except to the extent
RUS shall determine that such use shall be impracticable or that the
cost thereof shall be unreasonable. For purposes of this section, an
"eligible country" is any country that has with respect to the United
States an agreement ensuring reciprocal access for United States
products and services and United States suppliers to the markets of that
Country, as determined by the United States Trade Representative.

**Section 5.19 [Additional Affirmative Covenants]{.underline}**

The Borrower shall comply with the additional affirmative covenants set
forth in Schedule 1 hereto.

**ARTICLE VI -- NEGATIVE COVENANTS**

**Section 6.1 [General]{.underline}**

Unless otherwise agreed to in writing by RUS, while this Agreement is in
effect, the Borrower shall duly observe each of the negative covenants
set forth in this Article VI.

**Section 6.2 [Merger, Consolidation and Transfer of
Property]{.underline}**

The Borrower shall not, without the prior written consent of RUS, take
or suffer to be taken any steps to reorganize, consolidate with or merge
into any other corporation, or to sell, lease or transfer (or make any
agreement therefor) all or any part of its property, including, without
limitation, the Project.

**Section 6.3 [Covenants for Limited Liability Companies and Similar
Borrowers]{.underline}**

> Borrowers which are limited liability or similar organizations agree
> that:
>
> \(a\) The death, retirement, resignation, expulsion, termination,
> bankruptcy or dissolution of any member or the occurrence of any other
> event that terminates the continued membership of any member shall not
> cause the Borrower to be dissolved or its affairs to be wound up;

\(b\) Prior to the date on which any and all obligations owed to RUS,
including the note evidencing the Loan, are discharged in full, the
Borrower shall not be dissolved or terminated;

\(c\) The organizational documents of the Borrower shall contain
provisions reflecting the obligations of the Borrower in paragraphs (a)
and (b) immediately above and such provisions shall not be amended
without the prior written consent of RUS;

\(d\) No direct or indirect addition, issuance, or transfer of any
membership units (or any other ownership interest) in the Borrower may
be made by the Borrower or its members without the prior written consent
of RUS.

**Section 6.4 [Additional Indebtedness]{.underline}**

The Borrower shall not, without the prior written consent of RUS, incur
additional secured or unsecured indebtedness other than (i) purchase
money security interests, (ii) unsecured trade indebtedness and (iii)
other debt arising in the ordinary course of business. Indebtedness
under items (i), (ii), and (iii) in the aggregate shall not exceed five
percent (5%) of the Borrower's consolidated total assets.

**Section 6.5 [Negative Pledge]{.underline}**

The Borrower shall not create, incur or suffer any lien, mortgage,
pledge, assignment, or other encumbrance on, or security interest on its
property, other than Permitted Encumbrances.

**Section 6.6 [Contracts]{.underline}**

The Borrower shall not, without the prior written consent of RUS, enter
into any contract or contracts for the operation or maintenance of all
or any part of its property, including, without limitation, the Project
and shall not enter into any contract for the use by others of all or
any part of its property, including, without limitation, the Project.

**Section 6.7 [Salaries]{.underline}**

Salaries, wages, and other compensation paid by the Borrower for
services, and directors', members', managers' or trustees' fees, shall
be reasonable and in conformity with the usual practice of entities of
the size and nature of the Borrower.

**Section 6.8 [Extension of Credit]{.underline}**

Except as specifically authorized in writing in advance by RUS, the
Borrower will make no advance payments or loans, or in any manner extend
its credit, either directly or indirectly, with or without interest, to
any of its directors, trustees, officers, employees, stockholders,
members, managers, Affiliates or Affiliated companies: provided,
however, that the Borrower may make an investment for any purpose
described in section 607(c)(2) of the Rural Development Act of 1972
(including any investment in, or extension of credit, guarantee, or
advance made to an Affiliated Company that is used by such Affiliate for
such purpose) to the extent that, immediately after such investment: (1)
the aggregate of such investments does not exceed one-third of the Net
Worth and (2) the Borrower's Net Worth is at least twenty (20) percent
of its Total Assets.

**Section 6.9 [Distributions or Withdrawals]{.underline}**

(a) *Corporations and Cooperatives.* Corporate and cooperative Borrowers
    shall not, without the prior written approval of RUS, make any
    dividend, stock, capital, capital credit or other distribution in
    the nature of an investment, guarantee, extension of credit, loan or
    advance payment on obligations, (all such distributions being
    hereinafter collectively called "Distributions"); provided, however,
    the Borrower may make a Distribution if after such Distribution, the
    Borrower's Net Worth is equal to at least twenty percent (20%) of
    its Total Assets [and]{.underline} the amount of all such
    Distributions during the calendar year does not exceed twenty-five
    percent (25%) of the Borrower's Net Income or Net Margins for the
    prior calendar year.

\(b\) *Limited Liability Companies*. Borrowers which are limited
liability companies shall not, without the prior written approval of
RUS, make any membership withdrawals, unit redemptions, or other type of
profit allocation to its members and shall not, without the prior
written approval of RUS, make capital distributions in the nature of an
investment, guarantee, extension of credit, loan or advance payment of
obligations.

**Section 6.10 [Changing Principal Place of Business, Place of
Conducting Business, or Type of ]{.underline}**

**[Organization]{.underline}**

The Borrower shall not change its principal place of business, place of
conducting business, or type of organization without the prior consent
of RUS.

**Section 6.11 [Changing Name or Place of Incorporation or
Organization]{.underline}**

The Borrower shall not change its legal name or place of incorporation
or organization without giving RUS sixty (60) days prior written notice.

**Section 6.12 [Changing Service Rates]{.underline}**

The Borrower shall not change any of its Service Rates without prior
written approval by RUS.

**Section 6.13 [Historic Preservation]{.underline}**

The Borrower shall not, without the prior written consent of RUS, use
any Advance to construct any facility which shall involve any district,
site, building, structure or object which is included in, or eligible
for inclusion in, the National Register of Historic Places maintained by
the Secretary of the Interior pursuant to the Historic Sites Act of 1935
and the National Historic Preservation Act of 1966.

**Section 6.14 [Limitations on Using Non-FDIC Insured
Depositories]{.underline}.**

Without the prior written approval of RUS, the Borrower shall not place
the proceeds of the Loans or any loan which has been made or guaranteed
by RUS in the custody of any bank or other depository that is not
insured by the Federal Deposit Insurance Corporation or other federal
agency acceptable to RUS.

**Section 6.15 [Affiliated Transactions]{.underline}**

The Borrower shall not enter into any transaction, contract, or dealing
with an Affiliate of the Borrower or with the Borrower's or Affiliate's
directors, trustees, officers, managers, members (if the Borrower is a
limited liability company), or other corporate officials, without the
prior written consent of RUS.

**Section 6.16 [Preferred Stock]{.underline}**

The Borrower shall not issue any new or additional preferred stock
without the prior written approval of RUS, which approval shall not be
unreasonably withheld if such stock issuance, in RUS' sole opinion,
would not be considered a debt instrument under generally accepted
accounting principles.

**Section 6.17 [Additional Negative Covenants]{.underline}**

The Borrower shall comply with the additional negative covenants set
forth in Schedule 1 hereto.

**ARTICLE VII** - **LENDER'S RIGHTS**

**Section 7.1 [Termination of Loan Offer]{.underline}**

RUS, in its sole discretion, may terminate the offer to make the Loan(s)
if it does not receive the Loan Documents, duly executed on behalf of
the Borrower and all other conditions in Section 4.1 hereof are not
satisfied within one hundred twenty (120) days from the date hereof.

**Section 7.2** **[Audits and Compliance Reviews]{.underline}**

After giving prior notification to the Borrower, RUS has the right to
conduct compliance reviews and audits of the Borrower to assure
compliance with the Loan Documents and RUS Regulations.

**Section 7.3** **[Disallowed Expenditures]{.underline}**

Upon a determination by RUS that the Borrower did not utilize the Loan
in the manner and exclusively for the Project as approved by RUS, RUS
may, in its sole discretion,

\(a\) Disallow all or a part of the expenditures and disbursements of
the Loan and require the Borrower to deposit such funds in the Pledged
Deposit Account to be applied toward other approved Project purposes or
to reimburse the Government, as provided in Section 5.3 hereof;

\(b\) Suspend making Advances;

\(c\) Take any other action RUS determines to be necessary including,
without limitation, exercising any right or remedy available under the
Loan Documents or law.

**Section 7.4 [Suspension of Advances]{.underline}**

RUS may, in its absolute discretion, suspend making Advances hereunder,
if RUS determines that an event has occurred that is likely to have a
Material Adverse Effect on the Borrower.

**Section 7.5 [Payment Extensions]{.underline}**

RUS may, at any time or times in succession without notice to or the
consent of the Borrower and upon such terms as RUS may prescribe, grant
to any person, firm or entity who shall have become obligated to pay all
or any part of the principal of or interest on any note held by or
indebtedness owed to RUS or who may be affected by the lien created by
the Loan Documents, an extension of the time for the payment of such
principal or interest, and after any such extension the Borrower will
remain liable for the payment of such note or indebtedness to the same
extent as though it had at the time of such extension consented thereto
in writing.

**ARTICLE VIII - EVENTS OF DEFAULT**

**Section 8.1 [Events of Default]{.underline}**

The following shall be events of default (each an "Event of Default")
under this Agreement:

\(a\) [Representations and Warranties]{.underline}. Any representation
or warranty made by the Borrower in Loan Documents or any certificate
furnished to RUS under the Loan Documents, or in the Application shall
prove to have been incorrect in any material respect at the time made;

> \(b\) [Non-Payment]{.underline}. The nonpayment of any required and
> due installment of interest on, or principal of, any Note, whether by
> acceleration or otherwise, which continues for five (5) Business Days,
> as such term is herein defined;
>
> \(c\) [Corrective Actions]{.underline}. Default by the Borrower in the
> observance or performance of Section 5.13;

\(d\) [Limited Liability Companies]{.underline}. Default by the Borrower
or its members in the observance or performance of Section 6.3;

> \(e\) [Other Covenants]{.underline}. Default by the Borrower in the
> observance or performance of any other covenant or agreement contained
> in any of the Loan Documents, which shall remain unremedied for thirty
> (30) calendar days after written notice thereof shall have been given
> to the Borrower by RUS;
>
> \(f\) [Adverse Effects]{.underline}. The Borrower shall forfeit or
> otherwise be deprived of its charter, articles of organization,
> franchises, permits, easements, consents or licenses required to carry
> on any material portion of its business or the Borrower files for or
> an event occurs which can reasonably be expected to result in its
> dissolution or termination;
>
> \(g\) [Other Obligations]{.underline}. Default by the Borrower in the
> payment of any obligation, whether direct or contingent, for borrowed
> money in excess of ten thousand dollars (\$10,000.00) or in the
> performance or observance of the terms of any instrument pursuant to
> which such obligation was created or securing such obligation which
> default shall have resulted in such obligation becoming or being
> declared due and payable prior to the date on which it would otherwise
> be due and payable;
>
> \(h\) [Bankruptcy]{.underline}. A court having jurisdiction in the
> premises shall enter a decree or order for relief with respect to the
> Borrower in an involuntary case under any applicable bankruptcy,
> insolvency, or other similar law now or hereafter in effect: (1)
> appointing a receiver, liquidator, assignee, custodian, trustee,
> sequestrator, or similar official, or (2) ordering the winding up or
> liquidation of its affairs; or the Borrower shall commence a voluntary
> case under any applicable bankruptcy, insolvency or other similar law
> now or hereafter in effect, or under any such law, or consent to the
> appointment or taking possession by a receiver, liquidator, assignee,
> custodian or trustee, of a substantial part of its property, or make
> any general assignment for the benefit of creditors;
>
> \(i\) [Dissolution or Liquidation]{.underline}. Other than as provided
> in the immediately preceding subsection, the dissolution or
> liquidation of the Borrower, or the filing of such by the Borrower;
>
> \(j\) [Impaired Business]{.underline}. The failure by the Borrower to
> promptly forestall or remove any execution, garnishment or attachment
> of such consequence as shall impair its ability to continue its
> business or fulfill its obligations and such execution, garnishment or
> attachment shall not be vacated within thirty **(**30) days; and/or

\(k\) [Payment of Final Judgment]{.underline}. A final judgment in an
amount of ten thousand dollars (\$10,000.00) or more shall be entered
against the Borrower and shall remain unsatisfied or without a stay in
respect thereof for a period of thirty (30) days.

**ARTICLE IX - REMEDIES**

**Section 9.1 [Generally]{.underline}**

Upon the occurrence of an Event of Default, RUS may pursue all rights
and remedies available to RUS that are contemplated by the Loan
Documents in the manner, upon the conditions, and with the effect
provided in the Loan Documents, including, but not limited to, a suit
for specific performance, injunctive relief or damages. Nothing herein
shall limit the right of RUS to pursue all rights and remedies available
to a creditor following the occurrence of an Event of Default listed in
Article VIII hereof. Each right, power and remedy of RUS shall be
cumulative and concurrent, and recourse to one or more rights or
remedies shall not constitute a waiver of any other right, power or
remedy.

**Section 9.2 [Remedies]{.underline}**

In addition to the remedies referred to in Section 9.1 hereof, upon the
occurrence of an Event of Default, RUS may:

\(a\) Refuse to make any advance or further advance on account of the
Loan, but any advance thereafter made by RUS shall not constitute a
waiver of such default; and/or

\(b\) Declare all unpaid principal of and all interest accrued on the
Note(s) to be immediately due and payable and upon such declaration all
such principal and interest shall become due and payable
immediately**.**

**ARTICLE X - MISCELLANEOUS**

**Section 10.1 [Notices]{.underline}**

All notices, requests and other communications provided for herein
including, without limitation, any modifications of, or waivers,
requests or consents under, this Agreement shall be given or made in
writing (including, without limitation, by telecopy) and delivered to
the intended recipient at the \"Address for Notices\" specified below;
or, as to any party, at such other address as shall be designated by
such party in a notice to each other party. Except as otherwise provided
in this Agreement, all such communications shall be deemed to have been
duly given when transmitted by telecopier or personally delivered or, in
the case of a mailed notice, upon receipt, in each case given or
addressed as provided for herein. The Addresses for Notices of the
respective parties are as follows:

[RUS]{.underline} [Borrower]{.underline}

Rural Utilities Service See Schedule 1 United States Department of
Agriculture

1400 Independence Avenue, S.W.

Washington, D.C.20250-1500

Attention: Administrator

Fax: (202) 720-1725

[With a copy to:]{.underline} [With a copy to:]{.underline}

Rural Utilities Service See Schedule 1

United States Department of Agriculture1

1400 Independence Avenue, S.W.

Stop 1599, Room No. 2844

Washington, D.C. 20250-1599

Attention: Kenneth Kuchno

Fax: (202) 690-4389

**Section 10.2 [Expenses]{.underline}**

To the extent allowed by law, the Borrower shall pay all costs and
expenses of RUS, including reasonable fees of counsel, incurred in
connection with the enforcement of the Loan Documents or with the
preparation for such enforcement if RUS has reasonable grounds to
believe that such enforcement may be necessary.

**Section 10.3 [Late Payments]{.underline}**

If payment of any amount due hereunder is not received at the United
States Treasury in Washington, DC, or such other location as RUS may
designate to the Borrower within five (5) Business Days after the due
date thereof or such other time period as RUS may prescribe from time to
time in its policies of general application in connection with any late
payment charge (such unpaid amount being herein called the \"delinquent
amount\", and the period beginning after such due date until payment of
the delinquent amount being herein called the \"late-payment period\"),
the Borrower shall pay to RUS, in addition to all other amounts due
under the terms of the Notes, the Mortgage and this Agreement, any late
payment charge as may be fixed by RUS Regulations from time to time on
the delinquent amount for the late-payment period.

**Section 10.4 [Filing Fees]{.underline}**

To the extent permitted by law, the Borrower agrees to pay all expenses
of RUS (including the fees and expenses of its counsel) in connection
with the filing or recordation of all financing statements and
instruments as may be required by RUS in connection with this Agreement,
including, without limitation, all documentary stamps, recordation and
transfer taxes and other costs and taxes incident to recordation of any
document or instrument in connection herewith. Borrower agrees to save
harmless and indemnify RUS from and against any liability resulting from
the failure to pay any required documentary stamps, recordation and
transfer taxes, recording costs, or any other expenses incurred by RUS
in connection with this Agreement. The provisions of this section shall
survive the execution and delivery of this Agreement and the payment of
all other amounts due hereunder or due on the Notes.

**Section 10.5 [No Waiver]{.underline}**

No failure on the part of RUS to exercise, and no delay in exercising
any right hereunder shall operate as a waiver thereof nor shall any
single or partial exercise by RUS of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right.

**Section 10.6 [Governing Law]{.underline}**

This Agreement shall be governed by and construed in accordance with
applicable federal law and, in the absence of controlling federal law,
by the laws of the State identified in the first paragraph herein,
except those that would render such choice of law ineffective.

**Section 10.7 [Holiday Payments]{.underline}**

If any payment to be made by the Borrower hereunder shall become due on
a day

that is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in
computing any interest in respect of such payment.

**Section 10.8 [Rescission]{.underline}**

The Borrower may elect not to borrow the Loan, in which event RUS shall
release the Borrower from its obligations hereunder, provided the
Borrower complies with such terms and conditions as RUS may impose for
such release.

**Section 10.9 [Successors and Assigns]{.underline}**

\(a\) This Agreement shall be binding upon and inure to the benefit of
the Borrower and RUS and their respective successors and assigns, except
that the Borrower may not assign or transfer its rights or obligations
hereunder without the prior written consent of RUS.

\(b\) Pursuant to federal claims collection laws, RUS' claims hereunder
may be transferred to other agencies of the United States of America; in
the event of such a transfer, all rights and remedies hereby granted or
conferred on RUS shall pass to and inure to the benefit of any such
successor agency.

**Section 10.10 [Complete Agreement; Waivers and
Amendments]{.underline}**

Subject to RUS Regulations, this Agreement and the other Loan Documents
are intended by the parties to be a complete and final expression of
their agreement. However, RUS reserves the right to waive its rights to
compliance with any provision of this Agreement and the other Loan
Documents. No amendment, modification, or waiver of any provision hereof
or thereof, and no consent to any departure of the Borrower herefrom or
therefrom, shall be effective unless approved in writing by RUS in the
form of either a RUS Regulation or other writing signed by or on behalf
of RUS, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

**Section 10.11 [Headings]{.underline}**

The headings and sub-headings contained in the titling of this Agreement
are intended to be used for convenience only and do not constitute part
of this Agreement.

-   **Section 10.12 [Severability]{.underline}**

    If any term, provision, condition, or any part thereof, of this
    Agreement, Note(s) or the Security Documents shall for any reason be
    found or held invalid or unenforceable by any governmental agency or
    court of competent jurisdiction, such invalidity or unenforceability
    shall not affect the remainder of such term, provision, or condition
    nor any other term, provision, or condition, and this Agreement, the
    Note(s), and the Security Documents shall survive and be construed
    as if such invalid or unenforceable term, provision or condition had
    not been contained therein.

    **Section 10.13 [Right of Setoff]{.underline}**

    Upon the occurrence and during the continuance of any Event of
    Default, RUS is hereby authorized at any time and from time to time,
    without prior notice to the Borrower, to exercise rights of setoff
    or recoupment and apply any and all amounts held or hereafter held,
    by RUS or owed to the Borrower or for the credit or account of the
    Borrower against any and all of the obligations of the Borrower now
    or hereafter existing hereunder or under the Note(s). RUS agrees to
    notify the Borrower promptly after any such setoff or recoupment and
    the application thereof, provided that the failure to give such
    notice shall not affect the validity of such setoff, recoupment or
    application. The rights of RUS under this section are in addition to
    any other rights and remedies (including other rights of setoff or
    recoupment) which RUS may have. Borrower waives all rights of
    setoff, deduction, recoupment or counterclaim.

    **Section 10.14 [Schedules and Attachments]{.underline}**

    Each Schedule and Attachment attached hereto and referred to herein
    is each an integral part of this Agreement.

    **Section 10.15 [Authority of Representatives of RUS]{.underline}**

    In the case of any consent, approval or waiver from RUS that is
    required under this Agreement or any other Loan Document, such
    consent, approval or waiver must be in writing and signed by an
    authorized RUS representative to be effective. As used in this
    section, \"authorized RUS representative\" means the Administrator
    of RUS, and also means a person to whom the Administrator has
    officially delegated specific or general authority to take the
    action in question.

    **Section 10.16 [Amendment of Laws and RUS
    Regulations]{.underline}**

    Nothing contained herein shall restrict in any way RUS' right to
    amend, rescind or supplement any of the RUS Regulations or to seek
    such changes to existing laws.

    **Section 10.17 [Term]{.underline}**

    This Agreement shall remain in effect until one of the following two
    events has occurred:

    \(a\) The Borrower and RUS replace this Agreement with another
    written agreement; or

    \(b\) All of the Borrower\'s obligations under this Agreement have
    been discharged and paid.

    **IN WITNESS WHEREOF**, the parties hereto have caused this
    Agreement to be duly executed as of the day and year first above
    written.

    \[[BORROWER'S NAME]{.mark}\]

    by
    \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

    Name: Title:

    (Seal)

    Attested to by: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

    Secretary

    UNITED STATES OF AMERICA

    by
    \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

    [\[Position\]]{.mark}

    of the Rural Utilities Service

    **SCHEDULE 1**

    Article II [Representations and Warranties]{.underline}

    1\. Paragraph (i) Borrower's address:

    2\. Paragraph (j) Borrower's Organization Number:

    3\. Paragraph (k) Borrower's Subsidiaries:

    4\. Paragraph (k) Borrower's Parent:

    Article III [The Loans]{.underline}

1\. Section 3.1(a) Loan amount:

2\. Section 3.1(b) Loan portion at the cost-of-money interest rate:

3\. Section 3.1(b) Loan portion at the four percent (4%) rate of
interest:

Article IV [Conditions of Lending]{.underline}

1\. Section 4.2(b) amount of fidelity bond coverage:

2\. Section 4.2(d) level of funds required on deposit in accordance with
7 C.F.R. 1738.20(b):

3\. The additional conditions to advance referred to in Section 4.3(j)
are as follow:

Article V [Affirmative Covenants]{.underline}

1\. Section 5.4 Additional Funds:

2\. Section 5.4 Additional Purposes:

3\. Section 5.8(b) Additional Reporting Dates:

4\. Section 5.11 TIER:

5\. Section 5.11 TIER Commencement Date:

6\. The additional affirmative covenants referred to in Section 5.19 are
as follows:

Article VI [Negative Covenants]{.underline}

1\. The additional negative covenants referred to in Section 6.17 are as
follows:

Article X [Miscellaneous]{.underline}

1\. Section 10.1 Borrower's address for purposes of notification:

2\. Section 10.1 Address for Borrower's notification copy: