Exhibit 10.1


 





EXECUTION VERSION




 


 





 


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


by and among


 


SHENANDOAH TELECOMMUNICATIONS COMPANY,


 


as the Borrower,


 


THE GUARANTORS FROM TIME TO TIME PARTY
HERETO,


 


COBANK, ACB,


 


as the Administrative Agent, Joint Lead
Arranger, Co-Bookrunner, Swing Line Lender and an Issuing Lender,


 


ROYAL BANK OF CANADA,


 


as Syndication Agent, Joint Lead Arranger
and Co-Bookrunner, 


 


FIFTH THIRD BANK,


 


as Syndication Agent and Joint Lead Arranger,


 


BANK OF AMERICA, N.A.,

CAPITAL ONE, NATIONAL ASSOCIATION,

CITIZENS BANK, N.A. and

TD SECURITIES (USA) LLC,


 


each as Joint Lead Arranger and Co-Documentation
Agent,


 


and


 


each of the Lenders referred to herein


 


Dated as of November 9, 2018


 



     


     


    




TABLE OF CONTENTS


Page




	I.   CERTAIN DEFINITIONS	1
	1.1   Certain Definitions	1
	1.2   Construction	43
	1.3   Accounting Principles	43
	1.4   Rounding	44
	1.5   Letter of Credit Amounts	44
	1.6   Covenant Compliance Generally	44
	1.7   Administration of Rates	44
	1.8   Holidays	45
	1.9   UCC Terms	45
	1.10   Delaware Divisions	45
	II.   CREDIT FACILITIES	45
	2.1   Term Loans	45
	2.2   Revolving Loans	49
	2.3   Swing Line Loans	50
	2.4   Interest Rate Provisions	52
	2.5   Interest Periods	52
	2.6   Making of Loans	53
	2.7   Fees	54
	2.8   Notes	54
	2.9   Letter of Credit Facility	55
	2.10   Payments	61
	2.11   Interest Payment Dates	61
	2.12   Voluntary Prepayments and Reduction of Commitments	61
	2.13   Mandatory Prepayments	63
	2.14   Sharing of Payments by Lenders	64
	2.15   Defaulting Lenders	65
	2.16   Cash Collateral	67
	2.17   CoBank Capital Plan	68
	III.   INCREASED COSTS; TAXES; ILLEGALITY; INDEMNITY	68
	3.1   Increased Costs	68
	3.2   Taxes	70
	3.3   Illegality	73
	3.4   LIBOR Rate Option Unavailable; Interest After Default	73
	3.5   Indemnity	74
	3.6   Mitigation Obligations; Replacement of Lenders	75
	3.7   Survival	76
	IV.   CONDITIONS OF LENDING	76
	4.1   Closing Date	76
	4.2   Each Other Credit Extension	78



 



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	V.   REPRESENTATIONS AND WARRANTIES	78
	5.1   Organization and Qualification	78
	5.2   Compliance With Laws	79
	5.3   Title to Properties	79
	5.4   Investment Company Act	79
	5.5   Event of Default	79
	5.6   Subsidiaries and Owners	79
	5.7   Power and Authority; Validity and Binding Effect	79
	5.8   No Conflict; Material Contracts; Consents	80
	5.9   Litigation	80
	5.10   Financial Statements	81
	5.11   Margin Stock	81
	5.12   Full Disclosure	81
	5.13   Taxes	82
	5.14   Intellectual Property; Other Rights	82
	5.15   Liens in the Collateral	82
	5.16   Insurance	82
	5.17   Employee Benefits Compliance	82
	5.18   Environmental Matters	83
	5.19   Communications Regulatory Matters	83
	5.20   Solvency	84
	5.21   Qualified ECP Guarantor	84
	5.22   Transactions with Affiliates	84
	5.23   Labor Matters	84
	5.24   Anti-Corruption; Anti-Terrorism and Sanctions	85
	5.25   Borrower’s Status as a Holding Company	85
	5.26   Senior Debt	85
	VI.   AFFIRMATIVE COVENANTS	85
	6.1   Reporting Requirements	85
	6.2   Preservation of Existence, Etc	89
	6.3   Preservation of Licenses	89
	6.4   Payment of Liabilities, Including Taxes, Etc	89
	6.5   Maintenance of Insurance	89
	6.6   Maintenance of Properties	90
	6.7   Visitation Rights	90
	6.8   Keeping of Records and Books of Account	91
	6.9   Compliance with Laws	91
	6.10   Further Assurances	91
	6.11   CoBank Equity	93
	6.12   Use of Proceeds	93
	6.13   Material Contracts	93
	6.14   Benefit Plan Compliance	93
	6.15   Post-Closing Covenant	93
	VII.   NEGATIVE COVENANTS	94
	7.1   Indebtedness	94
	7.2   Liens	95
	7.3   Affiliate Transactions	95
	7.4   Contingent Obligations	95
	7.5   Investments	96



 



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	7.6   Dividends and Related Distributions	97
	7.7   Liquidations, Mergers, Consolidations, Acquisitions	97
	7.8   Dispositions of Assets or Subsidiaries	98
	7.9   Use of Proceeds	99
	7.10   Subsidiaries and Partnerships	99
	7.11   Continuation of or Change in Business	99
	7.12   Fiscal Year	100
	7.13   Issuance of Equity Interests	100
	7.14   Changes in Organizational Documents	100
	7.15   Negative Pledges; Other Inconsistent Agreements	100
	7.16   Material Contracts	101
	7.17   Management Fees	101
	7.18   Borrower as a Holding Company	101
	VIII.   FINANCIAL COVENANTS	101
	8.1   Maximum Total Leverage Ratio	101
	8.2   Minimum Debt Service Coverage Ratio	102
	8.3   Minimum Liquidity Balance	102
	IX.   EVENTS OF DEFAULT	102
	9.1   Events of Default	102
	9.2   Consequences of Event of Default	104
	X.   THE ADMINISTRATIVE AGENT	107
	10.1   Appointment and Authority	107
	10.2   Rights as a Lender	107
	10.3   No Fiduciary Duty	107
	10.4   Exculpation	108
	10.5   Reliance by the Administrative Agent	108
	10.6   Delegation of Duties	109
	10.7   Filing Proofs of Claim	109
	10.8   Resignation of the Administrative Agent	109
	10.9   Resignation of Swing Line Lender or Issuing Lender	110
	10.10   Non-Reliance on the Administrative Agent and Other Lenders	111
	10.11   Enforcement	111
	10.12   No Other Duties, etc	111
	10.13   Authorization to Release Collateral and Loan Parties	111
	10.14   Compliance with Flood Laws	112
	10.15   No Reliance on the Administrative Agent’s Customer Identification Program	112
	10.16   Affiliates as Secured Parties	112
	XI.   MISCELLANEOUS	113
	11.1   Modifications, Amendments or Waivers	113
	11.2   No Implied Waivers; Cumulative Remedies	115
	11.3   Expenses; Indemnity; Damage Waiver	115
	11.4   Notices; Effectiveness; Electronic Communication	117
	11.5   Severability	118
	11.6   Duration; Survival	118
	11.7   Successors and Assigns	119
	11.8   Confidentiality	123
	11.9   Counterparts; Integration; Effectiveness	123



 



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	11.10   Choice of Law; Submission to Jurisdiction; Waiver of Venue; Service of Process; Waiver of Jury Trial	124
	11.11   USA Patriot Act Notice	125
	11.12   Payments Set Aside	125
	11.13   Secured Bank Products and Secured Hedge Agreements	125
	11.14   Interest Rate Limitation	126
	11.15   FCC and PUC Compliance	126
	11.16   Keepwell	126
	11.17   Acknowledgement and Consent to Bail-In of EEA Financial Institutions	127
	11.18   Certain ERISA Matters	127
	11.19   Amendment and Restatement	128
	XII.   GUARANTY	129
	12.1   Guaranty	129
	12.2   Payment	129
	12.3   Absolute Rights and Obligations	129
	12.4   Maximum Liability	132
	12.5   Contribution Agreement	133
	12.6   Currency and Funds of Payment	133
	12.7   Subordination	133
	12.8   Enforcement	134
	12.9   Set-Off and Waiver	134
	12.10   Waiver of Notice; Subrogation	134
	12.11   No Stay	135
	12.12   Additional Guarantors	135
	12.13   Reliance	135
	12.14   Receipt of Credit Agreement, Other Loan Documents, Benefits	136
	12.15   Joinder	136


 


 






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LIST OF SCHEDULES AND EXHIBITS


 


SCHEDULES


 


	SCHEDULE 1.1(A)	 	-	 	COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
	SCHEDULE 1.1(B)	 	-	 	MINORITY INVESTMENTS OF LOAN PARTIES
	SCHEDULE 1.1(C)	 	-	 	EXISTING LIENS
	SCHEDULE 5.1	 	-	 	JURISDICTION OF ORGANIZATION
	SCHEDULE 5.6	 	-	 	SUBSIDIARIES
	SCHEDULE 5.8	 	-	 	GOVERNMENTAL AUTHORIZATIONS
	SCHEDULE 7.5	 	-	 	EXISTING INVESTMENTS
	SCHEDULE 11.7	 	-	 	VOTING PARTICIPANTS




 


 EXHIBITS




 


	EXHIBIT A	 	-	 	ASSIGNMENT AND ASSUMPTION
	EXHIBIT B	 	-	 	COMPLIANCE CERTIFICATE
	EXHIBIT C	 	-	 	GUARANTOR JOINDER
	EXHIBIT D	 	-	 	LOAN REQUEST
	EXHIBIT E	 	-	 	PERFECTION AND DILIGENCE CERTIFICATE
	EXHIBIT F-1	 	-	 	AMENDED AND RESTATED REVOLVING NOTE
	EXHIBIT F-2	 	-	 	AMENDED AND RESTATED SWING LINE NOTE
	EXHIBIT F-3	 	-	 	AMENDED AND RESTATED TERM LOAN A-1 NOTE
	EXHIBIT F-4	 	-	 	AMENDED AND RESTATED TERM LOAN A-2 NOTE
	EXHIBIT F-5	 	-	 	INCREMENTAL TERM LOAN NOTE
	EXHIBIT G	 	-	 	SOLVENCY CERTIFICATE
	EXHIBIT H	 	-	 	TAX COMPLIANCE CERTIFICATES
	EXHIBIT I	 	-	 	CONVERSION OR CONTINUATION NOTICE
	EXHIBIT J	 	-	 	NOTICE OF INCREMENTAL TERM LOAN BORROWING
	EXHIBIT K	 	-	 	INCREMENTAL TERM LOAN FUNDING AGREEMENT
	EXHIBIT L	 	-	 	AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
	EXHIBIT M	 	-	 	AMENDED AND RESTATED MASTER SUBORDINATED INTERCOMPANY NOTE AND ALLONGE
	EXHIBIT N	 	-	 	NEGATIVE PLEDGE AGREEMENT




 



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AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS AMENDED AND
RESTATED CREDIT AGREEMENT is dated as of November 9, 2018 and is made by and among Shenandoah Telecommunications Company, a
Virginia corporation, as the BORROWER (defined below), each of the GUARANTORS (defined below) party hereto from time to time, the
LENDERS (defined below) party hereto from time to time and COBANK, ACB, in its capacity as Administrative Agent for the Secured
Parties, Joint Lead Arranger, Co-Bookrunner, and as an Issuing Lender and Swing Line Lender (each defined below), ROYAL BANK OF
CANADA, as Syndication Agent, Joint Lead Arranger and Co-Bookrunner, FIFTH THIRD BANK, as Syndication Agent and Joint Lead Arranger,
BANK OF AMERICA, N.A., as Joint Lead Arranger and Co-Documentation Agent, CAPITAL ONE, NATIONAL ASSOCIATION, as Joint Lead Arranger
and Co-Documentation Agent, CITIZENS BANK, N.A., as Joint Lead Arranger and Co-Documentation Agent, and TD SECURITIES (USA) LLC,
as Joint Lead Arranger and Co-Documentation Agent, and amends and restates in its entirety that certain Credit Agreement dated
as of December 18, 2015, as heretofore amended, modified and supplemented prior to the date hereof (as so amended, modified and
supplemented, the “Original Credit Agreement”), by and among the Borrower, the guarantors party thereto, the
lenders party thereto, the arranger and agent parties thereto, and COBANK, ACB, as administrative agent for the secured parties
thereunder.


 


RECITALS


 


WHEREAS, the
parties hereto (including all Lenders) desire (and by signing this Agreement consent on the date hereof) to amend and restate the
Original Credit Agreement on the terms and subject to the conditions contained herein; and


 


WHEREAS, in
connection with the amendment and restatement of the Original Credit Agreement as set forth herein, the Lenders will continue to
extend certain credit facilities to the Borrower, in an aggregate amount equal to $865,125,000, amended hereby to consist of (i)
a $75,000,000 revolving credit facility, (ii) a $291,340,500 amortizing term loan and (iii) a $498,784,500 amortizing term loan.


 


In consideration of
their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant
and agree as follows:


 


I.                  
CERTAIN DEFINITIONS


 


1.1             
Certain Definitions.  In addition to words and terms defined elsewhere in this Agreement, the following words
and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:


 


“Additional
Incremental Term Lender” has the meaning set forth in Section 2.1(g)(v).


 


“Adjusted
LIBOR Rate” means for each Interest Period for any LIBOR Rate Loan, an interest rate per annum equal to (a) the LIBOR
Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate for such Interest Period; provided that, in no
event shall the Adjusted LIBOR Rate be less than 0.00%.


 


“Administrative
Agent” means CoBank, in its capacity as administrative agent and collateral agent under the Loan Documents.


 


“Administrative
Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.


 



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“Affiliate”
means, with respect to any specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls,
is Controlled by or is under common Control with the Person specified.


 


“Agent Parties”
has the meaning set forth in Section 11.4(d)(ii).


 


“Agreement”
means this Amended and Restated Credit Agreement.


 


“Alternate
Base Rate” means a rate per annum determined by the Administrative Agent on the first Business Day of each week, which
shall be the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50% per annum, and (c) the
Adjusted LIBOR Rate for an Interest Period of one month on such day plus of 1.50% per annum; provided that, in no event
shall the Alternate Base Rate be less than 0.00%. Any change in the Alternate Base Rate due to a change in the calculation thereof
shall be effective at the opening of business on the first Business Day of each week or, if determined more frequently, at the
opening of business on the first Business Day immediately following the date of such determination and without necessity of notice
being provided to the Borrower or any other Person.


 


“Anti-Corruption
Laws” means any Laws of any Governmental Authority concerning or relating to bribery or corruption.


 


“Anti-Terrorism
Laws” means any Laws of any Governmental Authority concerning or relating to financing terrorism, “know your customer”
or money laundering.


 


“Applicable
Letter of Credit Fee Rate” means the percentage rate per annum based on the Total Net Leverage Ratio then in effect according
to the Pricing Grid below the heading “Applicable Margin for LIBOR Rate Loans and Letter of Credit Fee.”


 


“Applicable
Margin” means, as applicable:


 


(a)               
the percentage spread to be added to the Alternate Base Rate applicable to Base Rate Loans based on the Total Net Leverage
Ratio then in effect according to the Pricing Grid below the header “Applicable Margin for Base Rate Loans” for “Revolving
Loans and Term Loan A-1” or “Term Loan A-2,” as applicable, or


 


(b)              
the percentage spread to be added to the Adjusted LIBOR Rate applicable to LIBOR Rate Loans based on the Total Net Leverage
Ratio then in effect according to the Pricing Grid below the heading “Applicable Margin for LIBOR Rate Loans and Letter of
Credit Fee” with respect to Revolving Loans and the Term Loan A-1s or below the heading “Applicable Margin for LIBOR
Rate Loans” with respect to the Term Loan A-2s.


 


Notwithstanding the foregoing, the Applicable
Margin for any Incremental Term Loan shall be the interest rate margin per annum governing such Tranche of Incremental Term Loan
as set forth in the Incremental Term Loan Funding Agreement related to such Tranche, subject to Section 2.1 hereof.


 


“Applicable
Revolving Unused Commitment Fee Rate” means the percentage rate per annum based on the Total Net Leverage Ratio then
in effect according to the Pricing Grid below the heading “Applicable Revolving Unused Commitment Fee Rate.”


 


“Approved
Fund” means any Fund 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.


 



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“Assignment
and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee permitted under
Section 11.7, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.


 


“Authorized
Officer” means, with respect to any Loan Party or any Subsidiary of any Loan Party, the Chairman of the Board, any Financial
Officer, the Chief Operating Officer, any Executive Vice President, any Senior Vice President, any Vice President, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer (or in the case of a Loan Party or a Subsidiary that is a limited liability company
without officers, a manager or member authorized under such Loan Party’s or such Subsidiary’s Organizational Documents)
of such Loan Party or such Subsidiary or such other individuals, designated by written notice to the Administrative Agent from
the Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties and Subsidiaries required
hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the
Administrative Agent.


 


“Auxiliary
License” means any License (a) to provide: (i)  fixed point to point microwave, (ii) millimeter wave (70/80/90
GHz Service), (iii) microwave industrial pool or (iv) aviation auxiliary and (b) the loss of which, individually or collectively
with one or more other Licenses, would not reasonably be expected to result in a Material Adverse Effect.


 


“Available
Revolving Commitment” means, with respect to any Revolving Lender, an amount equal to such Lender’s Revolving Commitment
minus the outstanding principal amount of its Revolving Loans, minus such Lender’s Pro Rata Share of the aggregate
outstanding amount of Swing Line Loans, if any, minus such Lender’s Pro Rata Share of Letter of Credit Obligations,
if any.


 


“Avoidance
Provisions” has the meaning specified in Section 12.4(a)(i)(C).


 


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


 


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


 


“Bankruptcy
Code” means title 11 of the United States Code.


 


“Base Rate
Loan” means a Loan bearing interest calculated in accordance with the Base Rate Option.


 


“Base Rate
Option” means the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in Section 2.4(a)(i).


 


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


 


“Beneficial
Ownership Regulation” means 31 CFR § 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”.


 



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“Board”
means the Board of Governors of the Federal Reserve System of the United States of America.


 


“Borrower”
means Shenandoah Telecommunications Company, a Virginia corporation.


 


“Borrowing”
means, as of any date of determination, (a) with respect to LIBOR Rate Loans outstanding as of such date, a borrowing consisting
of Loans of the same Class and having the same Interest Period and (b) with respect to Base Rate Loans, all Base Rate Loans outstanding
as of such date regardless of Class.


 


“Borrowing
Date” means, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to
the same or a different Interest Rate Option, which shall be a Business Day.


 


“Business”
has the meaning specified in Section 5.18(b).


 


“Business
Day” means any day other than a Saturday or Sunday or a legal holiday on which banks are authorized or required to be
closed for business in Denver, Colorado or New York, New York and if the applicable Business Day relates to any LIBOR Rate Loan
or Base Rate Loan determined by reference to the LIBOR Rate, such day must also be a day on which dealings in Dollar deposits by
and between banks are carried on in the London interbank market.


 


“Capital Lease”
means any lease of real or personal property that is required to be capitalized under GAAP or that is treated as an operating lease
under regulations applicable to the Borrower and its Subsidiaries but that otherwise would be required to be capitalized under
GAAP.


 


“Cash Collateralize”
means (a) with respect to the Obligations, to deposit in a Controlled Account or to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the Issuing Lender or Lenders, as collateral for Letter of Credit Obligations or obligations of Lenders
to fund participations in respect of Letter of Credit Obligations, cash or deposit account balances or, if the Administrative Agent
and such Issuing Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form
and substance reasonably satisfactory to the Administrative Agent and the Issuing Lender and (b) with respect to Other Liabilities,
to pledge and deposit with or deliver to the Administrative Agent, for the benefit of each Lender (or its Affiliate) that is the
provider of a Secured Bank Product or Secured Hedge, as the case may be, as collateral for the Other Liabilities, cash or deposit
account balances, or, if the Administrative Agent and such Lender (or its Affiliate) shall agree in their respective sole discretion,
other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative
Agent and each applicable Lender (or its Affiliate). “Cash Collateral”, “Cash Collateralization”
and “Cash Collateralized” shall have meanings correlative to the foregoing and shall include the proceeds of
such cash collateral and other credit support.


 


“Cash Equivalents”
means:


 


(a)               
marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any agency
or instrumentality thereof and backed by the full faith and credit of the United States of America or if not so backed, then having
a rating of at least A+ from Standard & Poor’s and at least A1 from Moody’s, in each case maturing within two years
from the date of acquisition thereof;


 



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(b)              
commercial paper maturing no more than 180 days from the date issued and, at the time of acquisition, having a rating of
at least A-1 from Standard & Poor’s or at least P-1 from Moody’s;


 


(c)               
certificates of deposit or bankers’ acceptances maturing within one year from the date of issuance thereof issued
by, or overnight reverse repurchase agreements from, any commercial bank organized under the Laws of the United States of America
or any state thereof or the District of Columbia and, in any case, having combined capital and surplus in an amount not less than
$500,000,000;


 


(d)              
money market or mutual funds whose investments are limited to those types of investments described in clauses (a)
through (c) above; and


 


(e)               
time deposits maturing no more than 30 days from the date of creation thereof with commercial banks having membership in
the Federal Deposit Insurance Corporation in amounts at any one such institution not exceeding the lesser of $250,000 or the maximum
amount of insurance applicable to the aggregate amount of the Loan Party’s deposits at such institution.


 


“Casualty
Event” means, with respect to any property of any Person, any loss of or damage to, or any condemnation or other taking
of, such property for which such Person or any of its Subsidiaries receives insurance proceeds (other than business interruption
insurance proceeds), or proceeds of a condemnation award or other compensation.


 


“Change in
Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof
by any Official Body or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the
force of Law) by any Official Body; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives
thereunder or issued in connection therewith (whether or not having the force of Law) and (ii) all requests, rules, regulations,
guidelines, interpretations 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 (whether or not having
the force of Law), 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, issued, promulgated or implemented.


 


“Change of
Control” means (a) any Person or group of Persons (within the meaning of Sections 13(d) or 14(a) of the Exchange
Act) shall have acquired beneficial ownership (either within the meaning of Rules 13d-3 and 13d-5 promulgated by the SEC under
the Exchange Act or by reason of such Person or group of Persons having the right to acquire such beneficial ownership, whether
exercisable immediately or with the passage of time (each, an “Option Right”)) of 30% or more of the voting
Equity Interests of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower
on a fully diluted basis, taking into account any Option Rights as though such rights have been exercised; (b) the occurrence of
(i) any consolidation or merger of the Borrower in which the Borrower is not the continuing or surviving corporation or pursuant
to which common shares of the Borrower will be converted into cash, securities or other property or (ii) any sale, lease, exchange
or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Borrower; or
(c) within a period of 24 consecutive calendar months, individuals who were (i) directors of the Borrower on the first day of such
period or (ii) new directors of the Borrower whose nomination or election to the board of directors of the Borrower was approved
by at least a majority of directors who were either directors on the first day of such period or whose nomination or election was
previously so approved shall cease to constitute a majority of the board of directors of the Borrower.


 



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“CIP Regulations”
has the meaning specified in Section 10.15.


 


“Class”
means (a) when used in reference to any Loan, whether such Loan is a Revolving Loan, Swing Line Loan, Term Loan A-1, Term Loan
A-2 or Incremental Term Loan, (b) when used in reference to any Commitment, whether such Commitment is a Revolving Commitment,
Swing Line Loan Commitment, Term Loan A-1 Commitment, Term Loan A-2 Commitment or Incremental Term Loan Commitment and (c) when
used in reference to any Lender, whether such Lender is a Revolving Lender, Swing Line Lender, Term Loan A-1 Lender, Term Loan
A-2 Lender or Incremental Term Lender.


 


“Closing Date”
means the Business Day on which each of the conditions precedent in Section 4.1 have been satisfied or waived.


 


“Closing Date
Loan Documents” means (i) this Agreement, (ii) the Fee Letter, (iii) the Reaffirmation Agreement, (iv) the Security Agreement,
and (v) all Notes requested to be delivered on the Closing Date.


 


“CoBank”
means CoBank, ACB, a federally chartered instrumentality of the United States.


 


“CoBank Cash
Management Agreement” means any Master Agreement for Cash Management and Transaction Services between CoBank and the
Borrower or any other Loan Party, including all exhibits, schedules and annexes thereto and including all related forms delivered
by the Borrower or any other Loan Party to CoBank in connection therewith.


 


“CoBank Equities”
has the meaning specified in Section 6.11.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral”
means the collateral subject to any of the Collateral Documents or any other real or personal property of the Loan Parties, in
each case pledged to the Administrative Agent for the benefit of the Secured Parties as security for the Secured Obligations.


 


“Collateral
Assignment” means any collateral assignment of a Material Contract, in form and substance approved by the Administrative
Agent, executed by the applicable Loan Party or Loan Parties and the counterparty to such Material Contract in favor of the Administrative
Agent, for the benefit of itself and the other Secured Parties.


 


“Collateral
Documents” means the Security Agreement, the Collateral Assignment (if any), the Mortgages, the account control agreements
and any other document pursuant to which the Borrower or any other Loan Party has granted a Lien to the Administrative Agent for
the benefit of the Secured Parties to secure all or a portion of the Secured Obligations.


 


“Commitment”
means, as to any Lender, the aggregate of its Revolving Commitment, Swing Line Commitment, Letter of Credit Commitment, Term Loan
A-1 Commitment, Term Loan A-2 Commitment and Incremental Term Loan Commitment for each Tranche, as applicable, and “Commitments”
means the aggregate of the Revolving Commitments, Swing Line Commitment, Letter of Credit Commitments, Term Loan A-1 Commitments,
Term Loan A-2 Commitments and Incremental Term Loan Commitments of all of the Lenders.


 



    	 	6	 



     


    




“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Communications”
has the meaning specified in Section 11.4.


 


“Communications
Act” means the Communications Act of 1934 and the rules and regulations of the FCC thereunder.


 


“Communications
Systems” means a system or business (a) providing (or capable of providing) voice, data, Internet access or video transport,
connection, monitoring services or other communications and/or information services (including cable television), through any means
or medium, (b) providing (or capable of providing) facilities, marketing, management, technical and financial (including call rating)
or other services to companies providing such transport, connection, monitoring service or other communications and/or information
services or (c) that is (or that is capable of) constructing, creating, developing or marketing communications-related network
equipment, software and other devices for use in any system or business described above.


 


“Compliance
Certificate” means a certificate of the Borrower, signed by a Financial Officer of the Borrower, substantially in the
form of Exhibit B hereto.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Consent and
Agreement” means a Consent and Agreement, substantially in the form of Exhibit P hereto.


 


“Consolidated”
means, when used with reference to financial statements or financial statement items of any Person, such statements or items on
a consolidated basis in accordance with applicable principles of consolidation under GAAP.


 


“Consolidated
EBITDA” (a) means, at any date of determination, on a Consolidated basis, the result of (i) the sum, without duplication,
of:


 


(1) net income or deficit,
as the case may be;


 


(2) total interest
expense (including non-cash interest);


 


(3) depreciation and
amortization expense;


 


(4) income taxes;


 


(5) losses from the
disposal or impairment of property and equipment and other long-term assets, including goodwill, intangibles and spectrum;


 


(6) losses on sales
of assets (excluding sales in the ordinary course of business);


 


(7) the amount of any
proceeds of any business interruption insurance policy representing the earnings for such period that such proceeds are intended
to replace (whether or not then received so long as such Person in good faith expects to receive such proceeds within the next
two fiscal quarters (it being understood that to the extent not actually received within such period, to the extent previously
added back to net income in determining Consolidated EBITDA for a prior fiscal quarter such reimbursement amounts so added back
but not so received shall be deducted in calculating Consolidated EBITDA for the fiscal quarter immediately following such two
fiscal quarter period));


 



    	 	7	 



     


    




(8) the sum of (a)
the actual amount of unusual or non-recurring fees, costs and expenses paid or to be paid in connection with any Permitted Acquisition
or other Investment, any Disposition, any recapitalization, any merger, consolidation or amalgamation, any option buyout or any
incurrence, repayment, refinancing, amendment or modification of Indebtedness (including any amortization or write-off of debt
issuance or deferred financing costs, premiums and prepayment penalties), in each case, including any transaction proposed and
not consummated, including severance costs, termination fees, accelerated rent payments, restructuring costs, deferred compensation,
retention bonuses and signing bonuses and expenses, stock based compensation expenses, contract termination costs, integration
and facilities closing costs, one-time expenses relating to enhanced accounting functions, one-time expenses relating to the implementation
of accounting changes promulgated under GAAP, and professional fees for advisors, legal, accounting and other such professional
services, whether or not classified as restructuring expenses on the Consolidated financial statements of the Borrower and (b)
pro forma effect of “run rate” cost savings, operating expense reductions, other operating improvements and initiatives
and synergies related to any of the transactions described in the foregoing clause (a) that are projected by a Financial Officer
of the Borrower in good faith to be reasonably anticipated to be realizable within 18 months after the consummation of such transaction
(which will be added to Consolidated EBITDA as so projected until fully realized, and calculated on a pro forma basis, as though
such cost savings, operating expense reductions, other operating improvements and initiatives and synergies had been realized on
the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided,
with respect to this clause (a)(i)(8) such unusual or non-recurring fees, costs and expenses and cost savings, operating
expense reductions, other operating improvements and initiatives or synergies are reasonably identifiable and factually supportable
(in the reasonable determination of a Financial Officer of the Borrower); provided further, the aggregate amount of such
unusual or non-recurring fees, costs and cost savings, operating expense reductions, other operating improvements, initiatives
and synergies added back pursuant to this clause (a)(i)(8) in any period of four consecutive fiscal quarters shall not exceed
20% of Consolidated EBITDA determined on a Pro Forma Basis as of the most recent four fiscal quarter period for which Consolidated
financial statements have been delivered (calculated prior to giving effect to such add-backs added pursuant to this clause
(a)(i)(8));


 


(9) the aggregate benefit
received from the waived management fee by Sprint related to the NTELOS Expansion Area (as defined in Addendum XVIII to the Sprint
Affiliate Agreements) and waived pursuant to Section 2.1 of the Sprint Master Agreement;


 


(10) up to $4,000,000
annually, in each of the calendar years ending December 31, 2019 and December 31, 2020, of costs and expenses associated with the
remediation of material weaknesses in internal control over financial reporting that were discovered as a part of the integration
of the NTELOS business;


 


(11) any other non-cash
expenses, charges (including the amount of any compensation deduction as the result of any grant of Equity Interest in the Borrower
to employees, directors or officers of the Borrower or any of its Subsidiaries), losses, or infrequent, unusual or extraordinary
items reducing net income for such period to the extent such non-cash items do not represent a cash item in any future period,
including non-cash adjustments due to changes in accounting; and


 



    	 	8	 



     


    




(12) any fees and expenses
(including legal fees and expenses) related to the Facilities and this Agreement and the other Loan Documents paid during such
period.


 


provided, the items specified above
in clauses (2) through (12) (other than clause (8)) shall only be included to the extent such items reduce
net income of the Borrower; minus (ii) to the extent included in calculating net income or deficit, the sum of:


 


(1) interest income;


 


(2) non-cash dividends
and patronage income;


 


(3) equity in earnings
from unconsolidated Minority Investments;


 


(4) gains from the
disposal of property and equipment and other long-term assets, including goodwill, intangibles and spectrum;


 


(5) gains on sales
of assets (excluding sales in the ordinary course of business); and


 


(6) any other non-cash
gains, non-cash income or extraordinary items increasing net income, and


 


(b) will be measured for the then most
recently completed four fiscal quarters. For the purposes of calculating compliance with any test or financial covenant under this
Agreement for any period, if at any time during such period the Borrower or any Subsidiary shall have made any Material Acquisition
or Material Disposition, the Consolidated EBITDA for such period shall be calculated on a Pro forma Basis to give effect to such
Material Acquisition or Material Disposition.


 


“Contingent
Obligations” means, as applied to any Person, any direct or indirect liability of that Person: (a) with respect to any
Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such
liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be
paid, performed or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability
will be protected (in whole or in part) against loss with respect thereto; (b) with respect to any letter of credit issued for
the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; or (c) under any foreign
exchange contract, currency swap agreement, interest rate swap agreement or other similar agreement or arrangement designed to
alter the risks of that Person arising from fluctuations in currency values or interest rates. Contingent Obligations shall also
include (i) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of the obligations of another, (ii) obligations to make
take-or-pay or similar payments if required regardless of the nonperformance by any other party or parties to an agreement, and
(iii) any liability of such Person for the obligations of another through any agreement to purchase, repurchase or otherwise acquire
such obligation or any property constituting security therefor, to provide funds for the payment or discharge of such obligation
or to maintain the solvency, financial condition or any balance sheet item or level of income of another. The amount of any Contingent
Obligation at any time shall be equal to the amount of the obligations so guaranteed or otherwise supported or, if not a fixed
and determined amount, the maximum amount so guaranteed at such time.


 


“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. Without limiting the generality of the
foregoing, a Person shall be deemed to be “controlled by” a Person if such Person holds, directly or indirectly, power
to vote 10% or more of the securities having ordinary voting power for the election of directors of such other Person. “Controlling”
and “Controlled” have meanings correlative thereto.


 



    	 	9	 



     


    




“Controlled
Account” means each deposit account and securities account that is subject to an account control agreement in form and
substance reasonably satisfactory to the Administrative Agent.


 


“Conversion
or Continuation Notice” has the meaning specified in Section 2.5.


 


“Credit Extension”
means the making, conversion or continuation of any Borrowing or Loan or the issuing, extending, amending, renewing or increasing
of any Letter of Credit.


 


“Debt Incurrence”
means the incurrence by the Borrower or any of its Subsidiaries of any Indebtedness other than the Secured Obligations.


 


“Debt Service
Coverage Ratio” means the ratio, for the Borrower on a Consolidated basis, derived by dividing (a) the result of (i)
Consolidated EBITDA minus (ii) cash taxes (net of cash taxes in connection with receipt of amounts pursuant to the Sprint Master
Agreement), by (b) the sum of (i) all scheduled principal payments on Indebtedness and (ii) cash interest expense, in each case
for the most recently completed four fiscal quarters.


 


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


 


“Default”
means any event or condition that with notice or passage of time, or both, would constitute an Event of Default.


 


“Default Rate”
means, as of any date of determination, the following: (a) for all outstanding Loans, a rate equal to the interest rate then in
effect (inclusive of the highest Applicable Margin) with respect to such Loans plus an additional margin of 2.00% per annum,
(b) for all Letter of Credit Obligations, the Applicable Letter of Credit Fee Rate as of such date plus an additional margin
of 2.00% per annum and (c) for all other Obligations, a rate equal to the then-applicable rate for Base Rate Loans (inclusive
of the highest Applicable Margin) plus an additional margin of 2.00% per annum.


 


“Defaulting
Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) [reserved], (ii) fund all
or any portion of its Loans within two Business Days of the date such Loans were required to be funded 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, or (iii) pay to the Administrative Agent, any Issuing Lender,
the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation
in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative
Agent, any Issuing Lender or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder,
or has made a public statement to that effect (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) has failed, within three Business Days after written request by the Administrative
Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective
funding 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) or (d) has, or has a direct or indirect parent
company that has, (x) become the subject of a proceeding under any Debtor Relief Law, (y) had appointed for it a receiver, custodian,
conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation
of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority
acting in such a capacity, or (z) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent
company thereof by a Governmental Authority 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) to reject, repudiate, disavow or disaffirm any contracts or agreements made
with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses
(a) through (d) above shall be conclusive and binding absent manifest error, and, subject to any cure rights expressly
provided above, such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15) upon delivery of written
notice of such determination to the Borrower, the Issuing Lender, the Swing Line Lender and each Lender.


 



    	 	10	 



     


    




“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback
transaction) of any property or asset by any Person.


 


“Disqualified
Stock” means any Equity Interest of any Person that is or, upon the passage of time or the occurrence of any event may
become, an obligation of such Person to redeem, purchase, retire, defease or otherwise make any payment in respect of such Equity
Interest in consideration other than any additional Equity Interest (other than Disqualified Stock), if such obligation matures
or has the potential to mature sooner than one year after the then latest Maturity Date. Notwithstanding the foregoing: (a) any
Equity Interests issued to any employee or to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any
such plan to such employees shall not constitute Disqualified Stock of the Borrower solely because they may be required to be repurchased
by the Borrower in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination,
death or disability and (b) any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy
its obligations thereunder by delivery of Equity Interests that are not Disqualified Stock
shall not be deemed to be Disqualified Stock.


 


“Division”
shall mean, in reference to any Person which is an entity, the division of such Person into two (2) or more separate persons with
the dividing person either continuing or terminating its existence as part of the division including as contemplated under Section
18-217 of the Delaware Limited Liability Act for limited liability companies formed under Delaware law or any analogous action
taken pursuant to any applicable Law with respect to any corporation, limited liability company, partnership or other entity. The
word “Divide”, when capitalized shall have correlative meaning.


 


“Dollar,”
“Dollars,” “U.S. Dollars” and the symbol “$” means lawful money of the
United States of America.


 


“Domestic
Subsidiary” means any Subsidiary that is organized and existing under the Laws of the United States of America or any
state, commonwealth or territory thereof or under the Laws of the District of Columbia.


 



    	 	11	 



     


    




“Drawing Date”
has the meaning specified in Section 2.9(c)(i).


 


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


 


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


 


“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 credit institution or investment
firm established in any EEA Member Country.


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Sections 11.7(b)(v) and 11.7(b)(vi)
(subject to such consents, if any, as may be required under Section 11.7(b)(iii)).


 


“Environmental
Laws” means any and all applicable current and future federal, state, local and foreign Laws and any consent decrees,
concessions, permits, grants, franchises, licenses, agreements or other restrictions of a Governmental Authority or common Law
causes of action relating to: (a) protection of the environment or natural resources from, or emissions, discharges, releases
or threatened releases of, Hazardous Materials in the environment including ambient air, surface, water, ground water or land;
(b) the generation, handling, use, labeling, disposal, transportation, reclamation and remediation of Hazardous Materials;
(c) human health as affected by Hazardous Materials; (d) the protection of endangered or threatened species; and (e) the
protection of environmentally sensitive areas.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of any Loan Party or any Subsidiary of any Loan Party resulting from or based upon:
(a) violation of any Environmental Law; (b) the generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials; (c) exposure to any Hazardous Materials; (d) the release or threatened release of any Hazardous Materials
into the environment; or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing.


 


“Equity Interests”
means, collectively, (a) all securities, whether certificated or uncertificated, and all other stock units, (b) all of the issued
and outstanding shares, interests or other equivalents of capital stock of any corporation, whether voting or non-voting and whether
common or preferred, (c) all partnership, joint venture, limited liability company or other equity interests in any Person not
a corporation, (d) all options, warrants and other rights to acquire, and all securities convertible into, any of the foregoing,
(e) all rights to receive interest, income, dividends, distributions, returns of capital and other amounts (whether in cash, securities,
property, or a combination thereof) with respect to any of the foregoing and (f) all additional stock, warrants, options, securities,
interests and other property, paid or payable or distributed or distributable, with respect to any of the foregoing.


 


“Equity Issuance”
means any issuance or sale by the Borrower or any of its Subsidiaries of any Equity Interests at any time on or after the Closing
Date.


 



    	 	12	 



     


    




“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) which is a member of a controlled group or under common control with
any Loan Party within the meaning of Sections 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of
provisions relating to Section 412 of the Code).


 


“ERISA Event”
means (a) a “reportable event” (under Section 4043 of ERISA and regulations thereunder) with respect to a Pension
Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (b) a withdrawal by
a Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan; (d) the
filing of a notice of intent to terminate, the treatment of an amendment to a Pension Plan or a Multiemployer Plan as a termination
under Section 4041(c) or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan; (e) an event
or condition that constitutes grounds or that could reasonably be expected to constitute grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) an event or condition that results
or could reasonably be expected to result in any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA, to a Loan Party or any ERISA Affiliate; (g) with respect to any Pension Plan, the failure to satisfy
the minimum funding standards under the Plan Funding Rules (whether or not waived); (h) with respect to any Pension Plan, the occurrence
of any event that would result in the imposition of any limitation under Section 436 of the Code or Section 206(g) of ERISA, determined
without regard to any contribution made or the provision of security under Section 436 of the Code or Section 206(g) of ERISA to
avoid the imposition of the limitation; (i) the determination that any Pension Plan is considered an at-risk plan or a plan in
endangered or critical status within the meaning of the Plan Funding Rules; and (j) any transaction that could subject any
Loan Party or any ERISA Affiliate to liability under Section 4069 or 4212(c) of ERISA.


 


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


 


“Event of
Default” means any of the events described in Section 9.1 and referred to therein as an “Event of
Default.”


 


“Exchange
Act” means the Securities Exchange Act of 1934.


 


“Excluded
Assets” means:


 


(a) any fee-owned real
property other than Material Owned Real Property;


 


(b) all real property
leasehold interests;


 


(c) motor vehicles
and other assets subject to certificates of title;


 


(d) “intent to
use” trademark applications, in each case, only until such time as any Loan Party begins to use such Trademarks (as defined
in the Security Agreement) (the security interest in such Trademark shall be deemed granted by such Loan Party at such time and
will attach immediately);


 



    	 	13	 



     


    




(e) the Equity Interests
(as defined in the Security Agreement) of any Loan Party in any Foreign Subsidiary that represents in excess of 65% of the outstanding
voting stock of such Foreign Subsidiary to the extent the pledge of any greater percentage would result in material adverse tax
consequences to the Borrower;


 


(f) any item of real
or personal, tangible or intangible, property (including Licenses issued by the FCC and any applicable PUC) to the extent and only
for so long as the creation, attachment or perfection of the security interest granted in the Loan Documents by any Loan Party
in its right, title and interest in such item of property is prohibited by applicable Law or is permitted only with the consent
(that has not been obtained) of a Governmental Authority (including the FCC and any applicable PUC);


 


(g) any property subject
to a Lien pursuant to a permitted purchase money security interest or Capital Lease to the extent and only for so long as the applicable
purchase money security agreement, Capital Lease or other applicable documentation contains a term that restricts, prohibits, or
requires a consent (that has not been obtained) of a Person (other than any Loan Party or any Subsidiary of a Loan Party) to, the
creation, attachment or perfection of the security interest and such restriction, prohibition and/or requirement of consent is
not rendered ineffective by applicable Law (after giving effect to the applicable anti-assignment provisions of the UCC);


 


(h) any item of real
or personal, tangible or intangible, property (other than any Equity Interests (as defined in the Security Agreement) owned by
any Loan Party) to the extent and only for so long as the creation, attachment or perfection of the security interest granted in
the Loan Documents by any Loan Party in its right, title and interest in such item of property (i) would give any other Person
(other than any Loan Party or any Subsidiary of a Loan Party) the right to terminate its obligations with respect to such item
of property or (ii) would cause such property to become void or voidable if a security interest therein was created, attached or
perfected;


 


(i) any item of real
or personal, tangible or intangible, property (other than any Equity Interests (as defined in the Security Agreement) owned by
any Loan Party) to the extent and only for so long as such property is subject to a contract that contains a term that restricts,
prohibits, or requires a consent (that has not been obtained) of a Person (other than any Loan Party or any Subsidiary of a Loan
Party) to, the creation, attachment or perfection of the security interest granted in the Loan Documents and any such restriction,
prohibition and/or requirement of consent is not rendered ineffective by applicable Law (after giving effect to the applicable
anti-assignment provisions of the UCC);


 


(j) the Equity Interests
(as defined in the Security Agreement) in any Minority Investment (other than the CoBank Equities or any other Loan Party);


 


(k) any margin stock
(within the meaning of Regulation U of the Board) that the Administrative Agent may determine in its sole discretion to exclude
from the Collateral; and


 


(l) any additional
personal property or Material Owned Real Property that the Administrative Agent may determine in its sole discretion to exclude
from the Collateral if the Administrative Agent has determined that the costs to the Borrower of perfecting a Lien on such property
exceeds the relative benefit afforded to the Lenders;


 


provided that, if at any time the
creation, attachment or perfection of the security interest granted pursuant to the Loan Documents in any of the property subject
to clauses (f) through (j) of this definition of “Excluded Assets” shall be permitted or consent
in respect thereof shall have been obtained, then the applicable Loan Party shall at such time be deemed to have granted a security
interest in such property (and such security interest will attach immediately without further action); provided further,
the rights to receive, and any interest in, all proceeds of, or monies or other consideration received or receivable from or attributable
to the sale, transfer, lease, assignment or other Disposition of, any of the Excluded Assets (to the extent a direct security interest
in such property or proceeds from the sale, transfer, lease, assignment or other Disposition of such property shall not have already
been granted) shall attach immediately and be subject to the security interest granted pursuant to the Loan Documents in favor
of the Administrative Agent for the benefit of the Secured Parties.


 



    	 	14	 



     


    




“Excluded
Subsidiaries” means (a) Shenandoah Telephone Company and all other regulated Subsidiaries of the Borrower (to the extent
such regulated Subsidiary is prohibited from pledging its assets as security for, or providing a Guaranty of the Obligations under,
the Facilities without the consent of the applicable PUC or similar regulatory or other Governmental Authority), (b) Foreign Subsidiaries,
(c) Immaterial Subsidiaries (other than, at the option of the Borrower, any Immaterial Subsidiary which has been designated as
a Guarantor), and (d) any other Subsidiary with respect to which the Administrative Agent, in its sole discretion, in consultation
with the Borrower, determines the burden, cost, tax or regulatory consequences of such Subsidiary becoming a Guarantor is excessive
in view of the benefits obtained by Lenders therefrom.


 


“Excluded
Swap Obligation” means, with respect to any Loan Party providing a Guaranty of or granting a security interest to secure
any Swap Obligation of another Loan Party, if, and to the extent that, all or a portion of the Guaranty of such Loan Party of,
or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guaranty 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
or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason not to constitute an “eligible
contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 11.16 and
any other “keepwell, support or other agreements” for the benefit of such Guarantor) at the time the Guaranty of, or
the grant of such security interest by, such Loan Party becomes effective with respect to such related 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 Guaranty or grant of security interest is or becomes illegal.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal 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 pursuant
to a law in effect on the date on which (x) such Lender acquires such interest in such Loan or Commitment (other than pursuant
to an assignment request by the Borrower under Section 3.6) or (y) such Lender changes its lending office, except in each
case to the extent that, pursuant to Section 3.2, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office,
(c) Taxes attributable to such Recipient’s failure to comply with Section 3.2 and (d) any U.S. federal withholding
Taxes imposed under FATCA.


 


“Facility”
means, collectively, the Revolving Credit Facility, the Term Loan A-1 Facility, the Term Loan A-2 Facility, the Swing Line Facility,
the Letter of Credit Facility and the Incremental Term Loan Facility.


 



    	 	15	 



     


    




“Farm Credit
Lender” means a federally-chartered Farm Credit System lending institution organized under the Farm Credit Act of 1971.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection
with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant
to such intergovernmental agreement.


 


“FCC”
means the Federal Communications Commission.


 


“Federal Funds
Effective Rate” means, for any day, the rate of interest per annum (rounded upward, if necessary, to the nearest whole
multiple of 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on such
date, or if no such rate is so published on such day, on the most recent day preceding such day on which such rate is so published.


 


“Fee Letter”
means that certain fee letter dated as of October 5, 2018, between the Borrower and the Administrative Agent.


 


“Financial
Officer” means with respect to any Loan Party or any Subsidiary of any Loan Party, Chief Financial Officer, Chief Executive
Officer, any principal accounting officer or controller (or in the case of a Loan Party or a Subsidiary that is a limited liability
company without officers, a manager or member authorized under such Loan Party’s or such Subsidiary’s Organizational
Documents) of such Loan Party or such Subsidiary or such other individuals, designated by written notice to the Administrative
Agent from the Borrower, employed in a position involving responsibility for the management of the financial affairs and the preparation
of financial statements on behalf of the Loan Parties and Subsidiaries required hereunder. The Borrower may amend such list of
individuals from time to time by giving written notice of such amendment to the Administrative Agent.


 


“Flood Laws”
means, collectively, (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, (c) the National
Flood Insurance Reform Act of 1994 and (d) the Flood Insurance Reform Act of 2004, and all other applicable Laws related thereto.


 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person and (b) if the Borrower is not a U.S. Person, a
Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax
purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.


 


“Foreign Subsidiary”
means any Subsidiary of the Borrower that is a “controlled foreign corporation” under Section 957 of the Code or that
is a direct or indirect Domestic Subsidiary that is treated as a disregarded entity for federal income tax purposes in a case in
which substantially all of such entity’s assets are comprised of one or more “controlled foreign corporations”
under Section 957 of the Code.


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any Issuing Lender, such Defaulting Lender’s
Pro Rata Share of the outstanding Letter of Credit Obligations with respect to Letters of Credit issued by such Issuing Lender
other than Letter of Credit Obligations as to which such Defaulting Lender’s participation obligation has been reallocated
to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swing Line Lender, such
Defaulting Lender’s Pro Rata Share of outstanding Swing Line Loans made by the Swing Line Lender other than Swing Line Loans
as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.


 



    	 	16	 



     


    




“Fund”
means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its activities.


 


“GAAP”
means generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3,
and applied on a consistent basis.


 


“Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European Central Bank), including, without limitation, the
FCC and any applicable PUC.


 


“Guaranteed
Liabilities” means (a) the prompt Payment In Full, when due or declared due and at all such times, of all Secured Obligations
and all other amounts pursuant to the terms of this Agreement, the Notes, and all other Loan Documents heretofore, now or at any
time or times hereafter owing, arising, due or payable from the Borrower or any other Loan Party to any one or more of the Secured
Parties, including principal, interest, premiums and fees (including all reasonable and documented fees and expenses of counsel),
(b) the prompt and full performance, observance and discharge of each and every agreement, undertaking, covenant and provision
to be performed, observed or discharged by the Borrower and each other Loan Party under this Agreement, the Notes and all other
Loan Documents to which it is a party and (c) the prompt Payment In Full by the Borrower and each other Loan Party, when due or
declared due and at all such times, of obligations and liabilities now or hereafter arising with respect to any Secured Bank Product
or Secured Hedge. Notwithstanding the foregoing, the “Guaranteed Liabilities”, with respect to any Loan Party providing
a Guaranty, shall not include the Excluded Swap Obligations.


 


“Guarantor”
means (a) each Person party hereto as of the Closing Date and identified on the signature pages hereto as a “Guarantor”
and (b) each Person that joins this Agreement as a Guarantor after the Closing Date pursuant to a Guarantor Joinder.


 


“Guarantor
Joinder” means a joinder agreement joining a Person as a Guarantor under the Loan Documents in the form of Exhibit
C.


 


“Guarantors’
Obligations” means the obligations of the Guarantors to the Secured Parties under Article XII.


 


“Guaranty”
or “Guarantee” means, with respect to any Person, without duplication, any obligation, contingent or otherwise,
of such Person pursuant to which such Person has directly or indirectly guaranteed or had the economic effect of guaranteeing any
Indebtedness or other obligation or liability of any other Person and, without limiting the generality of the foregoing, any obligation,
direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation or liability (whether arising by virtue of partnership arrangements,
by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement
condition or otherwise), (b) to purchase or lease property or services for the purpose of assuring another Person’s payment
or performance of any Indebtedness or other obligations or liabilities, (c) to maintain the working capital of such Person to permit
such Person to pay such Indebtedness or other obligations or liabilities or (d) entered into for the purpose of assuring in
any other manner the obligee of such Indebtedness or other obligation or liability of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part); provided, that the term Guaranty/Guarantee shall not include endorsements
for collection or deposit in the ordinary course of business. Unless otherwise specified, the amount of any Guaranty shall be deemed
to be the lesser of the principal amount of the Indebtedness or other obligations or liabilities guaranteed and still outstanding
and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty.


 



    	 	17	 



     


    




“Hazardous
Materials” means (a) any explosive or radioactive substances, materials or wastes and (b) any hazardous or toxic substances,
materials or wastes, defined or regulated as such in or under, or that could reasonably be expected to give rise to liability under,
any applicable Environmental Law, including asbestos, polychlorinated biphenyls, urea-formaldehyde insulation, gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products.


 


“Hedge Agreement”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms
and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement or any other master agreement.


 


“Hedge Bank”
means any Person party to a Hedge Agreement with a Loan Party or any Subsidiary of a Loan Party who at the time that the Hedge
Agreement is entered into is a Lender or an Affiliate of a Lender.


 


“Hedge Termination
Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been
closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior
to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements,
as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such
Hedge Agreements (which may include a Lender or any Affiliate of a Lender).


 


“Immaterial
Subsidiary” means a Subsidiary which, as of the last day of the most recent fiscal quarter of the Borrower then ended
for which financial statements are available, has neither revenues nor total assets of greater than 5% of the Consolidated revenues
or Consolidated total assets of the Borrower for such period. In no event shall the Subsidiaries of the Borrower designated as
Immaterial Subsidiaries account, in the aggregate, for more than 10% of either the Consolidated revenues or the Consolidated total
assets of the Borrower for any period.


 



    	 	18	 



     


    




“Increased
Leverage Period” means (a) any fiscal quarter in which a Loan Party or any of its Subsidiaries consummates a Qualifying
Acquisition and (b) the three fiscal quarters immediately following such fiscal quarter.


 


“Incremental
Amount” means an amount equal to the sum of (a) the result of (i) $300,000,000 minus (ii) the aggregate principal amount
of all Tranches of Incremental Term Loans established under the Incremental Term Loan Facility plus (b) an additional unlimited
amount subject to a maximum Pro forma Total Leverage Ratio of 2.50:1.00.


 


“Incremental
Term Lender” means each Lender having an Incremental Term Loan Commitment with respect to any Tranche of the Incremental
Term Loan Facility or who has funded or purchased all or a portion of any Incremental Term Loan with respect to any Tranche of
the Incremental Term Loan Facility in accordance with the terms hereof.


 


“Incremental
Term Loan” has the meaning specified in Section 2.1(g).


 


“Incremental
Term Loan Commitment” means, as to any Lender at any time, the amount initially set forth opposite its name in any Incremental
Term Loan Funding Agreement with respect to any Tranche of the Incremental Term Loan Facility, as such Commitment is thereafter
assigned or modified and “Incremental Term Loan Commitments” means the aggregate Incremental Term Loan Commitments
of all of the Lenders with respect to all Tranches of the Incremental Term Loan Facility.


 


“Incremental
Term Loan Facility” means the incremental term loan facility established pursuant to Section 2.1(g).


 


“Incremental
Term Loan Funding Agreement” has the meaning assigned to such term in Section 2.1(g)(vi) and shall be substantially
in the form of Exhibit K hereto.


 


“Incremental
Term Loan Note” means a promissory note of the Borrower substantially in the form of Exhibit F-5 hereto to any
requesting Incremental Term Loan Lender evidencing its Incremental Term Loan pursuant to any Tranche of Incremental Term Loans.


 


“Indebtedness”
means, with respect to any Person, without duplication: (a) all indebtedness for borrowed money; (b) that portion of obligations
with respect to Capital Leases or other capitalized agreements that is properly classified as a liability on a balance sheet in
conformity with GAAP; (c) notes payable and drafts accepted representing extensions of credit whether or not representing
obligations for borrowed money; (d) any obligation owed for all or any part of the deferred purchase price of property or services,
except trade payables arising in the ordinary course of business and outstanding not more than 90 days after such obligation is
due; (e) all obligations created or arising under any conditional sale or other title retention agreement; (f) all indebtedness
secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby
shall have been assumed by that Person or is nonrecourse to the credit of that Person, but only to the extent of the fair value
of such property or asset; (g) all obligations of such Person under take-or-pay or similar arrangements or under commodities
agreements; (h) the net termination obligations of such Person under any Hedge Agreement, calculated as of any date as if
such agreement or arrangement were terminated as of such date; (i) the maximum amount of all standby letters of credit issued
or bankers’ acceptance facilities created for the account of such Person and, without duplication, all drafts drawn thereunder
(to the extent unreimbursed); (j) the principal balance outstanding under any Synthetic Lease Obligation; (k) with respect
to the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or joint venturer,
the least of (i) such Indebtedness and (ii) such Person’s actual liability for such Indebtedness; (l) obligations with respect
to principal under Contingent Obligations with respect to the repayment of money or the deferred purchase price of property, whether
or not then due and payable (calculated as the maximum amount of such principal); and (m) obligations under partnership, organizational
or other agreements to fund capital contributions or other equity calls with respect to any Person or Investment or to redeem,
repurchase or otherwise make payments in respect of any Equity Interests of any Person.


 



    	 	19	 



     


    




“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of
any obligation of the Borrower or any other Loan Party under any Loan Document and (b) to the extent not otherwise described in
the preceding clause (a), Other Taxes.


 


“Indemnitee”
has the meaning specified in Section 11.3(b).


 


“Information”
has the meaning specified in Section 11.8.


 


“Insolvency
Proceeding” means, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before
any court or any other Governmental Authority under any Debtor Relief Law or other similar Law now or hereafter in effect or (ii) for
the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any
Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person or (b) any general assignment
for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such
Person’s creditors generally or any substantial portion of its creditors undertaken under any Debtor Relief Law or other
similar Law now or hereafter in effect.


 


“Intellectual
Property” means all Copyrights, Domain Names, Patents, Trademarks and IP Licenses, in each case as defined in the Security
Agreement.


 


“Interest
Payment Date” means (a) the first day of each calendar quarter after the Closing Date and (b) the Maturity Date.


 


“Interest
Period” means the period of time selected by the Borrower in connection with (and to apply to) any election permitted
hereunder by the Borrower to have Revolving Loans, Term Loans or one or more Tranches of Incremental Term Loans bear interest under
the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be one, two, three, six or, to the extent
made available by all the Lenders, twelve months. Such Interest Period shall commence on the effective date of such LIBOR Rate
Loan, which shall be (a) the Borrowing Date if the Borrower is requesting new Loans or (b) the date of renewal of or conversion
to a LIBOR Rate Loan if the Borrower is renewing or converting an existing Loan. Notwithstanding the second sentence hereof: (i)
any Interest Period that would otherwise end on a date that is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the immediately
preceding Business Day, (ii) the Borrower shall not select, convert to or renew an Interest Period for any portion of the Loans
that would end after the applicable Maturity Date and (iii) if any Interest Period begins on the last Business Day of a month or
on a day of a month for which there is no numerically corresponding day in the month in which such Interest Period is to end, such
Interest Period shall be deemed to end on the last Business Day of the final month of such Interest Period.


 



    	 	20	 



     


    




“Interest
Rate Hedge” means a Hedge Agreement entered into by the Loan Parties or their Subsidiaries in order to provide protection
to, or minimize the impact upon, the Loan Parties and/or their Subsidiaries of increasing floating rates of interest applicable
to Indebtedness.


 


“Interest
Rate Option” means any (a) LIBOR Rate Option or (b) Base Rate Option.


 


“Investment”
means, with respect to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the
purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee
or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction
or a series of transactions) of assets of another Person that constitute a line of business, division or business unit. For purposes
of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases
or decreases in the value of such Investment.


 


“IRS”
means the United States Internal Revenue Service.


 


“ISP”
has the meaning specified in Section 2.9(j).


 


“Issuing Lender”
means (a) initially, CoBank in its individual capacity as issuer of Letters of Credit hereunder, (b) such other Lender as the Borrower
may from time to time select as an Issuing Lender, and (c) any Eligible Assignee to which all or any portion of the Letter of Credit
Commitment of its assignor has been assigned, in each case for so long as CoBank, such other Lender or such Eligible Assignee,
as the case may be, shall have a Letter of Credit Commitment; provided that, in the case of clauses (b) and (c) such
other Lender or Eligible Assignee expressly agrees to perform all obligations required of an Issuing Lender hereunder in accordance
with the terms herein, and notifies the Administrative Agent of its principal office and the amount of its Letter of Credit Commitment
(which information shall be recorded by the Administrative Agent in the Register).


 


“Law”
means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order,
injunction, writ, decree, bond, judgment, authorization or approval of or settlement agreement with any Governmental Authority
applicable to any Person or the properties of any Person, including the Licenses, and, including the Communications Act, all applicable
PUC Laws and all Environmental Laws.


 


“Lender”
or “Lenders” means each of the financial institutions from time to time party hereto as a lender (including
the Swing Line Lender, any Additional Incremental Term Lender and any Issuing Lender) and their respective successors and assigns
as permitted hereunder, each of which is referred to herein as a Lender. For the purpose of any Loan Document that provides for
the granting of a security interest or other Lien to the Lenders or to the Administrative Agent for the benefit of the Lenders
as security for the Secured Obligations, “Lenders” shall include any Affiliate of a Lender to the extent such Affiliate
is a Secured Party.


 


“Letters of
Credit” has the meaning specified in Section 2.9(a).


 


“Letter of
Credit Borrowing” has the meaning specified in Section 2.9(c)(iii).


 


“Letter of
Credit Commitment” means, with respect to any Issuing Lender at any time, (a) the amount initially set forth opposite
its name on Part 2 of Schedule 1.1(A) or (b) the amount set forth in the Register maintained by the Administrative Agent
pursuant to notice delivered to the Administrative Agent by such Issuing Lender of the amount of its Letter of Credit Commitment,
in each case as such Letter of Credit Commitment is thereafter assigned or modified, and “Letter of Credit Commitments”
means the aggregate Letter of Credit Commitments of all of the Issuing Lenders. As of the Closing Date, the total Letter of Credit
Commitments of all Issuing Lenders is $10,000,000. The aggregate Letter of Credit Commitments may exceed the Letter of Credit Sublimit
at any time, but the Letter of Credit Obligations shall not at any time exceed the Letter of Credit Sublimit.


 



    	 	21	 



     


    




“Letter of
Credit Expiration Date” means the day that occurs 30 days prior to the Maturity Date.


 


“Letter of
Credit Facility” means the Letter of Credit facility established pursuant to Section 2.9.


 


“Letter of
Credit Fee” has the meaning specified in Section 2.9(b).


 


“Letter of
Credit Obligations” means, as of any date of determination, (a) the aggregate amount available to be drawn under
all outstanding Letters of Credit on such date (if any Letter of Credit shall increase in amount automatically in the future, such
aggregate amount available to be drawn shall currently give effect to any such future increase) plus (b) the aggregate
Reimbursement Obligations and Letter of Credit Borrowings on such date.


 


“Letter of
Credit Request” has the meaning specified in Section 2.9(a).


 


“Letter of
Credit Sublimit” means the lesser of (a) $10,000,000 and (b) the result of (i) the Revolving Commitments minus
(ii) the Swing Line Commitment.


 


“LIBOR Rate”
means, with respect to any Interest Period, a rate of interest reported by Bloomberg Information Services (or on any successor
or substitute service providing rate quotations comparable to those currently provided by such service, as determined by the Administrative
Agent from time to time, for the purpose of providing quotations of interest rates applicable to dollar deposits in the London
interbank market) (the “Service”) at approximately 11:00 a.m., London time, two (2) Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period; provided
that, in the event the Administrative Agent is not able to determine the LIBOR Rate using such methodology, the Administrative
Agent shall notify the Borrower and the Administrative Agent and the Borrower will agree upon a substitute basis for obtaining
such quotations.


 


“LIBOR Rate
Loan” means a Loan bearing interest at the LIBOR Rate Option.


 


“LIBOR Rate
Option” means the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in Section 2.4(a)(ii).


 


“LIBOR Replacement
Rate” has the meaning specified in Section 3.4(a)(ii).


 


“LIBOR Scheduled
Unavailability Date” has the meaning specified in Section 3.4(a)(ii).


 


“Licenses”
means any cable television franchise or any wireline telephone, cellular telephone, microwave, personal communications, commercial
mobile radio service, broadband or other telecommunications license, authorization, registration, certificate, waiver, certificate
of compliance, franchise (including cable television and telecommunications franchise), approval, right of way, material filing,
exemption, order, or permit, whether for the acquisition, construction or operation of any Communications System, including the
lease of any spectrum (and attendant rights and obligations), or to otherwise provide the services related to any Communications
System, granted or issued by the FCC or any applicable PUC or other Governmental Authority.


 



    	 	22	 



     


    




“Lien”
means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, lien (statutory or otherwise), security interest,
charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including
any conditional sale or title retention arrangement, and any assignment or deposit arrangement intended as, or having the effect
of, security.


 


“Limited Conditionality
Purchase Agreement” means a definitive purchase or similar agreement under which
a Loan Party’s contractual obligation to consummate an acquisition of or other transaction resulting in an Investment is
not conditioned upon such Loan Party having obtained third-party financing.


 


“Loan Documents”
means this Agreement, the Fee Letter, each Negative Pledge Agreement, the Collateral Documents, the Solvency Certificate, the Perfection
and Diligence Certificate, the Notices of Incremental Term Loan Borrowing (if any), the Incremental Term Loan Funding Agreements
(if any), the Notes and any other instruments, certificates or documents delivered in connection herewith or therewith.


 


“Loan Parties”
means the Borrower and the Guarantors.


 


“Loan Request”
means a request for a Term Loan, an Incremental Term Loan, a Revolving Loan or a Swing Line Loan, in each case substantially in
the form of Exhibit D hereto.


 


“Loans”
means, collectively, all Revolving Loans, Swing Line Loans, Term Loans and Incremental Term Loans or any Revolving Loan, Swing
Line Loan, Term Loan or Incremental Term Loan, and “Loan” means the reference to any of the foregoing.


 


“Master Subordinated
Intercompany Note” means a master intercompany note, substantially in the form of Exhibit M hereto, evidencing
Indebtedness among the Loan Parties and delivered by the Loan Parties to the Administrative Agent on the Closing Date.


 


“Material
Accounts” means (a) all deposit, securities and commodities accounts in the name of the Borrower at the financial institution
with which the Borrower maintains its primary banking relationship and (b) all other deposit, securities and commodities accounts
in the name of the Loan Parties and their respective Subsidiaries (other than Excluded Subsidiaries) to the extent the average
daily or interdaily balance or market value of such accounts for the most recently completed six calendar months exceeds $1,000,000
individually or $2,500,000 in the aggregate; provided that, (x) Material Accounts will not include any deposit account specially
and exclusively used for payroll, payroll taxes or other employee wages or benefit payments to or for the benefit of any salaried
employee of any Loan Party or any Subsidiary of any Loan Party and (y) the individual and aggregate thresholds described in clause
(b) shall be calculated without including (i) the balance or market value of any deposit account that is specially and exclusively
used for payroll, payroll taxes or other employee wages or benefit payments to or for the benefit of any salaried employee of any
Loan Party or any Subsidiary of any Loan Party and (ii) the balance or market value of any deposit account pledged to the United
States of America, acting through the Administrator of the Rural Utilities Service, to the extent the balances or market values
for all such pledged accounts do not exceed in the aggregate $2,500,000 and for so long as such pledge is required pursuant to
the terms and conditions of any grant awarded to any Loan Party under the Broadband Initiatives Program prior to the Closing Date.


 



    	 	23	 



     


    




“Material
Acquisition” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets
comprising all or substantially all of an operating line of business, division or business unit or constitutes all or substantially
all of the Equity Interests of a Person and (b) involves the payment of consideration by the Borrower and its Subsidiaries
in excess of $10,000,000.


 


“Material
Adverse Effect” means (a) a material adverse effect upon the business, result of operations, properties, assets or financial
condition of the Loan Parties and their respective Subsidiaries, taken as a whole, or (b) the impairment of any Liens in favor
of the Administrative Agent, of the ability of the Loan Parties and their respective Subsidiaries to perform their material obligations
under any Loan Document or of the Administrative Agent or any Lender to enforce any material provision of any Loan Document or
collect any of the Secured Obligations. In determining whether any individual event would reasonably be expected to have a Material
Adverse Effect, notwithstanding that such event does not of itself have such effect, a Material Adverse Effect shall be deemed
to have occurred if the cumulative effect of such event and all other then existing events would reasonably be expected to have
a Material Adverse Effect.


 


“Material
Contracts” means each of the Sprint Agreements and any other contract or agreement, written or oral, of any Loan Party
or any of its respective Subsidiaries the failure to comply with which would reasonably be expected to have a Material Adverse
Effect.


 


“Material
Disposition” means any Disposition or series of related Dispositions that yields gross proceeds to the Borrower and its
Subsidiaries in excess of $10,000,000.


 


“Material
Indebtedness” means Indebtedness (other than the Obligations) in an aggregate principal amount in excess of $25,000,000.


 


“Material
License” means all Licenses (a) issued by the FCC or any PUC, (b) required for the operation of any Communications System
in the manner in which such Communications System is operating or (c) material to the value of the assets of any Loan Party or
Subsidiary of any Loan Party but excluding any Auxiliary License.


 


“Material
Owned Real Property” means any real property owned by any Loan Party in fee simple with a fair market value (determined
in good faith by the Borrower) in excess of $1,500,000 or as to which the loss thereof would reasonably be expected to have a Material
Adverse Effect.


 


“Maturity
Date” means (a) with respect to the Revolving Credit Facility, the Swing Line Facility and the Letter of Credit Facility,
the earlier of (i) the date of acceleration of the Obligations in accordance with Section 9.2 and (ii) five years from the
Closing Date, (b) with respect to the Term Loan A-1 Facility, the earlier of (i) the date of acceleration of the Obligations in
accordance with Section 9.2 and (ii) five years from the Closing Date, (c) with respect to the Term Loan A-2 Facility, the
earlier of (i) the date of acceleration of the Obligations in accordance with Section 9.2 and (ii) seven years from the
Closing Date and (d) with respect to any Tranche of Incremental Term Loans under the Incremental Term Loan Facility, the earlier
of (i) the date of acceleration of the Obligations in accordance with Section 9.2 and (ii) the date set forth in the corresponding
Incremental Term Loan Funding Agreement (which date shall be no earlier than the Maturity Date with respect to the Term Loan A-1
Facility).


 


“Maximum Guarantor
Liability” has the meaning specified in Section 12.4(a)(i).


 



    	 	24	 



     


    




“Maximum Rate”
has the meaning specified in Section 11.14.


 


“Minimum Collateral
Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount
equal to 103% of the Fronting Exposure of any Issuing Lender with respect to Letters of Credit issued by it and outstanding at
such time and (b) otherwise, an amount determined by the Administrative Agent and such Issuing Lender in its respective sole
discretion.


 


“Minimum Liquidity
Balance” means, as of any date of determination, (a) provided that as of such date each of the conditions set forth in
Section 4.2 are satisfied, the aggregate Available Revolving Commitments plus (b) the sum of all unrestricted cash
and unrestricted Cash Equivalents on deposit as of such date in all deposit accounts in the name of a Loan Party and for which
such Loan Party has delivered to the Administrative Agent, for the benefit of the Secured Parties, a deposit account control agreement
in form and substance reasonably satisfactory to Administrative Agent.


 


“Minority
Investment” means any Person in whom any Loan Party owns any Equity Interests to the extent such Person does not constitute
a Subsidiary of a Loan Party. As of the Closing Date, each of the Minority Investments of the Loan Parties are set forth on Schedule
1.1(B).


 


“Moody’s”
means Moody’s Investors Service, Inc., or any successor or assignee thereof in the business of rating securities and debt.


 


“Mortgage”
means a mortgage, deed of trust or similar instrument reasonably acceptable to the Administrative Agent, in each case, executed
and delivered by the applicable Loan Party in favor of the Administrative Agent for the benefit of the Secured Parties.


 


“Multiemployer
Plan” means any employee benefit plan that is subject to Title IV of ERISA and that is a “multiemployer plan”
within the meaning of Section 3(37) of the Code or Section 4001(a)(3) of ERISA and to which any Loan Party or any ERISA Affiliate
is then making or accruing an obligation to make contributions or, within the preceding five plan years of such Multiemployer
Plan, has made or had an obligation to make such contributions or with respect to which otherwise has any obligation or
liability (including a contingent liability).


 


“Negative
Pledge Agreement” means each Negative Pledge Agreement executed and delivered by an Excluded Subsidiary in favor of the
Administrative Agent for the benefit of the Secured Parties, in substantially the form of Exhibit O hereto.


 


“Net Cash
Proceeds” means:


 


(a)       in
the case of any Debt Incurrence, an amount equal to: (i) the aggregate amount of all cash and Cash Equivalents received by any
Loan Party or any Subsidiary of any Loan Party in respect of such Debt Incurrence minus (ii) all taxes and reasonable and
documented fees (including reasonable and documented investment banking fees), commissions, costs and other expenses, in each case
incurred in connection with such Debt Incurrence; and


 


(b)       in
the case of any Casualty Event or any Disposition, an amount equal to: (i) the aggregate amount of all cash and Cash Equivalents
received by any Loan Party or any Subsidiary of any Loan Party (other than, in the case of any Casualty Event, any Excluded Subsidiary)
from such Casualty Event or Disposition (including any such proceeds received by way of deferred payment of principal pursuant
to a note or installment receivable or purchase price adjustment receivable or return of funds held in escrow or otherwise, but
only as and when received), minus (ii) reasonable and documented attorneys’ fees, accountants’ fees, investment
banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage
recording taxes, required debt payments and required payments of other obligations relating to the applicable asset to the extent
such debt or obligations are secured by a Lien permitted hereunder (other than pursuant to the Loan Documents) on such asset, other
customary, reasonable and documented expenses and brokerage, consultant and other customary, reasonable and documented fees actually
incurred in connection therewith, minus (iii) Taxes paid or payable (in the good faith determination of the Borrower) as
a result thereof (or any tax distribution that may be required as a result thereof to the extent permitted hereunder), minus
(iv) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities
(x) related to any of the applicable assets and (y) retained by the Borrower or any of its Subsidiaries including, without
limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any
indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment
in respect of any such liability) shall be deemed to be cash proceeds of such Disposition occurring on the date of such reduction),
minus (v) any costs associated with unwinding any related Hedge Agreement in connection with such transaction;


 



    	 	25	 



     


    




provided that,
so long as no Event of Default shall have occurred and be continuing or would result therefrom, Net Cash Proceeds shall not include
any amounts with respect to clause (b) above to the extent that such amounts are reinvested in productive assets (other
than inventory unless such Net Cash Proceeds result from a Casualty Event with respect to inventory) of a kind then used or usable
in the business of any Loan Party or in the business of the Subsidiary who experienced such Casualty Event or Disposition, in each
case, within 270 days after the receipt thereof, or are contractually committed to be applied to purchase productive assets (other
than inventory unless such Net Cash Proceeds result from a Casualty Event with respect to inventory) of a kind then used or usable
in the business of any Loan Party or in the business of the Subsidiary who experienced such Casualty Event or Disposition, in each
case, within 270 days after the receipt thereof and are so applied within 18 months of receipt. To the extent reinvestment is permitted
in the event of any Casualty Event or Disposition experienced by any Loan Party, such Net Cash Proceeds must be reinvested in assets
subject to the Lien of the Administrative Agent under the Collateral Documents, subject only to Permitted Liens. Notwithstanding
anything herein the receipt of cash proceeds under the Sprint Affiliate Agreements pursuant to Section 2.13(e) shall not
be deemed to constitute a receipt of Net Cash Proceeds and such cash proceed shall be applied pursuant to such Section 2.13(e)
without regard to the proviso in the preceding sentence.


 


“Non-Consenting
Lender” has the meaning specified in Section 11.1.


 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Notes”
means, collectively, the Revolving Notes, the Term Loan A-1 Notes, the Term Loan A-2 Notes, the Swing Line Notes, and the Incremental
Term Loan Notes.


 


“Notice of
Incremental Term Loan Borrowing” means a notice of a Tranche of Incremental Term Loans meeting the requirements of Section
2.1(e) and substantially in the form of Exhibit J hereto.


 


“Obligation”
means any obligation or liability of any of the Loan Parties (other than Excluded Swap Obligations), howsoever created, arising
or evidenced, whether direct or indirect, joint or several, absolute or contingent, for payment or performance, now or hereafter
existing (and including obligations or liabilities arising or accruing after the commencement of any Insolvency Proceeding with
respect to any Loan Party or which would have arisen or accrued but for the commencement of such Insolvency Proceeding, even if
the claim for such obligation or liability is not enforceable or allowable in such proceeding), or due or to become due, under
or in connection with this Agreement, the Notes, the Letters of Credit, the Fee Letter or any other Loan Document (regardless of
whether any Credit Extension is in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances
in which any condition to any Credit Extension is not satisfied) whether to the Administrative Agent, any of the Lenders or their
Affiliates or other Persons provided for under such Loan Documents.


 



    	 	26	 



     


    




“OFAC”
means the Office of Foreign Assets Control of the U.S. Treasury Department.


 


“Official
Body” means (a) any Governmental Authority and (b) any group or body charged with setting financial accounting or regulatory
capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International
Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).


 


“Order”
has the meaning specified in Section 2.9.


 


“Organizational
Documents” means the certificate or articles of incorporation, bylaws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or other organizational documents of any Person.


 


“Original
Credit Agreement” has the meaning specified in the Recitals.


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient 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 Information”
has the meaning specified in Section 12.13.


 


“Other Liabilities”
means any obligation of any Loan Party arising under any document or agreement relating to or on account of (a) any Secured Bank
Product or (b) any Secured Hedge (other than any Excluded Swap Obligations).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration 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 3.6).


 


“Participant”
has the meaning specified in Section 11.7(d).


 


“Participant
Register” has the meaning specified in Section 11.7(d).


 


“Participation
Advance” has the meaning specified in Section 2.9(c)(ii).


 


“Payment In
Full” means (a) with respect to the Obligations, the payment in full in cash of the Loans and other Obligations (other
than contingent indemnification obligations as to which no claim has been made) hereunder, the termination of the Commitments and
the expiration, termination or Cash Collateralization of all Letters of Credit and (b) with respect to the Other Liabilities, the
payment in full in cash or Cash Collateralization of such Other Liabilities.


 



    	 	27	 



     


    




“PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.


 


“Pension Plan”
means any Plan that is subject to Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code,
and that any Loan Party or any ERISA Affiliate sponsors, maintains, or contributes to or is required to contribute to or with respect
to which any Loan Party or any ERISA Affiliate otherwise has any obligation or liability (including any contingent liability).


 


“Perfection
and Diligence Certificate” means a certificate executed and delivered by an Authorized Officer of each Loan Party to
the Administrative Agent on the Closing Date, in substantially the form of Exhibit E hereto.


 


“Permitted
Additional Distributions” has the meaning specified in Section 7.6(e)


 


“Permitted
Acquisition” means an acquisition (a) by any Loan Party of all of the Equity
Interests of any Person, (b) by any Loan Party (other than the Borrower) of all or substantially all the assets of, or any line
of business or division or business unit of, any other Person or (c) by any Loan Party in any Minority Investment; provided
that, 


 


(i)       after
giving effect to such Investment, the Loan Parties shall continue to be in compliance with the requirements set forth in Section
7.11;


 


(ii)       the
Administrative Agent shall promptly receive in accordance with the requirements of Section 6.10, all
documents and other deliveries reasonably required by the Administrative Agent to have a first-priority perfected security interest
(subject to Permitted Liens) in the assets, Person or Minority Investment acquired or created in such Investment, together with
all opinions of counsel, certificates, resolutions and other documents required by Section 6.10, in form and substance reasonably
acceptable to the Administrative Agent;


 


(iii)       no
Default or Event of Default shall exist or would exist after giving effect to such Investment; provided that, if the Investment
is subject to a Limited Conditionality Purchase Agreement, this clause (iii) shall be tested as of the time such
Loan Party entered into such Limited Conditionality Purchase Agreement;


 


(iv)       the
aggregate amount of the consideration (including, in the case of consideration consisting of assets, the fair market value of the
assets) paid or incurred by any Loan Party or any Subsidiary of any Loan Party in connection with Minority Investments shall not
exceed $150,000,000 over the term of the Facilities;


 


(v)       (1)
any Person acquired will be a direct or indirect wholly-owned Domestic Subsidiary of the Borrower immediately after such Investment,
(2) any assets being acquired (other than a de minimis amount of assets in relation to the assets being acquired) are located within
the United States, and (3) any Minority Investment being acquired will be in a Person who is organized or formed and existing
under the Laws of the United States of America or any state, commonwealth or territory thereof or under the Laws of the District
of Columbia and whose assets are located within the United States;


 



    	 	28	 



     


    




(vi)       if
the aggregate amount of the consideration (including, in the case of consideration consisting of assets, the fair market value
of the assets) paid or incurred by any Loan Party or any Subsidiary of any Loan Party in connection with such Investment exceeds
the Threshold Amount, then not later than five Business Days after the closing date of such Investment, the Borrower shall provide
to the Administrative Agent its due diligence package regarding the Person, assets or Minority Investment being acquired, if any,
and such other information as the Administrative Agent may reasonably request; and


 


(vii)       if
the aggregate amount of the consideration (including, in the case of consideration consisting of assets, the fair market value
of the assets) paid or incurred by any Loan Party or any Subsidiary of any Loan Party in connection with such Investment exceeds
the Threshold Amount, then the Borrower shall have provided to the Administrative Agent a certificate of a Financial Officer of
the Borrower (supported by reasonably detailed calculations) certifying that, after giving effect to such Investment, the Loan
Parties shall be in compliance with the covenants set forth in Article VIII, calculated on a Pro forma Basis as of
the most recent four fiscal quarter period for which Consolidated financial statements have been delivered; provided
that, if the Investment is subject to Limited Conditionality Purchase Agreement, this clause (vii) shall be tested
on a Pro forma Basis as of the time that such Loan Party enters into such Limited Conditionality
Purchase Agreement.


 


“Permitted
Liens” means the following:


 


(a)       Liens
for taxes, assessments or similar charges and levies of any Governmental Authority not yet due or which are being diligently contested
in good faith by appropriate and lawful proceedings that suspend enforcement of such Liens and for which adequate reserves or other
appropriate provisions in accordance with GAAP have been set aside on such Loan Party’s or Subsidiary’s books;


 


(b)       pledges
or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance, old-age
pensions or other social security programs, other than any Lien imposed by ERISA;


 


(c)       Liens
of mechanics, repairmen, materialmen, warehousemen, carriers, suppliers, landlords or other like Liens that are incurred in the
ordinary course of business and either (i) secure obligations that are not overdue by more than 60 days, (ii) are being diligently
contested in good faith by appropriate and lawful proceedings that suspend enforcement of such Liens and for which adequate reserves
or other appropriate provisions in accordance with GAAP have been set aside on such Loan Party’s or Subsidiary’s books
or (iii) do not in the aggregate materially detract from the value of the property or asset subject thereto or materially interfere
with the ordinary conduct of the business of the applicable Person;


 


(d)       pledges
or deposits made in the ordinary course of business to secure performance of bids, tenders, trade contracts (other than Indebtedness)
or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, performance
or other similar bonds required in the ordinary course of business;


 


(e)       
pledges and deposits in the ordinary course of business securing liability for reimbursement of indemnification obligations of
insurance carriers providing property, casualty, liability or other insurance to the Borrower or any Subsidiary;


 



    	 	29	 



     


    




(f)       encumbrances
consisting of zoning restrictions, easements, right-of-way or other encumbrances, title defects and restrictions on the use of
real property that do not in the aggregate materially detract from the value of the property or asset subject thereto or materially
interfere with the ordinary conduct of the business of the applicable Person;


 


(g)       Liens
in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise securing the Secured Obligations;


 


(h)       CoBank’s
statutory Lien in all of the CoBank Equities that the Borrower acquires in connection with its patronage loan or loans from CoBank;


 


(i)       judgment
Liens arising solely as a result of the existence of judgments, awards, decrees, orders or attachments that do not constitute an
Event of Default;


 


(j)       cash
collateralization of existing Letters of Credit issued by Person(s) other than an Issuing Lender; provided, that the aggregate
amount of such cash collateralizations together with the Loan Parties’ reimbursement obligations under such Letters of Credit
does not exceed $2,500,000 in the aggregate at any one time;


 


(k)       Liens
securing purchase money security interests or Capital Leases permitted under Section 7.1(d), provided, that such Liens do
not at any time encumber any property other than the property purchased, leased or otherwise acquired with the proceeds of such
Indebtedness;


 


(l)        Liens
in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the
importation of goods;


 


(m)       Liens
of the Loan Parties or their respective Subsidiaries existing as of the Closing Date set forth on Schedule 1.1(C), and any
refinancing thereof, provided that, (i) the property covered thereby is unchanged, (ii) the amount secured or benefited thereby
is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed and (iv) any renewal or extension
of the obligations secured thereby is Indebtedness permitted under Section 7.1;


 


(n)       Liens
solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement with respect to any
Investment permitted under Section 7.5;


 


(o)       purported
Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases or consignment or bailee
arrangements entered into in the ordinary course of business;


 


(p)       rights
of setoff or banker’s lien upon deposits of cash in favor of banks or other depository institutions arising as a matter of
law;


 


(q)       leases,
licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material
respect with the business of the applicable Person or (ii) secure any Indebtedness;


 


(r)       Liens
arising (i) out of conditional sale, title retention, consignment or similar arrangements for the sale of any assets or property
in the ordinary course of business and permitted by this Agreement or (ii) by operation of Law under Article 2 of the UCC in the
ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related
expenses;


 



    	 	30	 



     


    




(s)       Liens
granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums
to the extent such secured Indebtedness is permitted;


 


(t)       customary
rights of first refusal and tag, drag and similar rights in joint venture agreements;


 


(u)       Liens
in favor of collecting banks arising under Section 4-210 of the UCC or, with respect to collecting banks located in the State of
New York, under Section 4-208 of the UCC;


 


(v)       additional
Liens of the Excluded Subsidiaries not otherwise permitted by this definition that (i) do not materially impair the use of such
asset in the operation of the business of such Excluded Subsidiary and (ii) do not secure outstanding obligations in excess of
$500,000 in the aggregate for all such Liens at any time;


 


(w)       Pledges
or other Liens granted in the ordinary course of business in favor of credit card processing companies on deposit accounts functioning
as reserve or settlement accounts pursuant to agreements therewith in connection with the provision of credit card processing services
for customer payments;


 


(x)       Liens
(i) encumbering initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage
accounts incurred in the ordinary course of business and (ii) that are contractual rights of setoff or rights of pledge relating
to (A) purchase orders and other agreements entered into with customers of the Borrower or any of its Subsidiaries in the ordinary
course of business or (B) pooled deposit or sweep accounts of Borrower or any of its Subsidiaries to permit satisfaction of overdraft
or similar obligations incurred in the ordinary course of business of the Borrower or any of its Subsidiaries;


 


(y)       Liens
(i) on cash advances in favor of the seller of any property to be acquired in a Permitted Acquisition, to be applied against the
purchase price for such Permitted Acquisition, and (ii) consisting of an agreement to Dispose of any property in a Disposition
permitted hereunder;


 


(z)       assignment
of, and sales or Liens on, accounts receivables or rights in respect of any thereof in connection with Dispositions permitted hereunder;


 


(aa)Liens on any
property subject to any sale-leaseback transaction permitted hereunder and general intangibles related thereto;


 


(bb)non-consensual
restrictions on transfer imposed by a Governmental Authority;


 


(cc)security given
to a utility company or any municipality or other Governmental Authority when required by such utility or authority in connection
with the operations of the applicable Loan Party;


 


(dd)condemnation
or eminent domain proceedings affecting any real property; and


 


(ee)other Liens on
assets securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed the greater
of (x) $10,000,000 and (y) 3.5% of Consolidated EBITDA calculated on a Pro Forma Basis as of the most recent four fiscal quarter
period for which Consolidated financial statements have been delivered.


 



    	 	31	 



     


    




“Person”
means any natural person, corporation, company, partnership, limited liability company, association, joint-stock company, trust,
unincorporated organization, joint venture, Official Body or any other entity.


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including any Pension Plan but excluding any Multiemployer
Plan) that any Loan Party or any ERISA Affiliate sponsors, maintains, or contributes to or is required to contribute to or with
respect to which any Loan Party or any ERISA Affiliate otherwise has any obligation or liability.


 


“Plan Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans set forth in, Sections 412, 430 and 436 of the Code and Sections 206, 302, 303 and 305 of ERISA.


 


“Platform”
has the meaning specified in Section 11.4(d)(i).


 


“Pricing Grid”
means the table and text set forth below:


 


	 	 	Revolving Loans and Term Loan A-1	Term Loan A-2	Revolving Loans
	Level	Total 

Net 

Leverage 

Ratio	Applicable 

Margin for 

Base Rate 

Loans	Applicable 

Margin for 

LIBOR Rate 

Loans and 

Letter of Credit Fee	Applicable 

Margin for 

Base Rate 

Loans	Applicable 

Margin for 

LIBOR Rate 

Loans 	
        Applicable 

Revolving

        
Unused 

Commitment 

Fee Rate

	Level I	< 2.25x	0.500%	1.500%	0.750%	1.750%	0.200%
	Level II	> 2.25x and

< 2.75x	0.750%	1.750%	1.000%	2.000%	0.200%
	Level III	> 2.75x and

< 3.25x	1.000%	2.000%	1.250%	2.250%	0.250%
	Level IV	>  3.25x	1.250%	2.250%	1.500%	2.500%	0.375%


 


For purposes of determining
the Applicable Margin, the Applicable Revolving Unused Commitment Fee Rate and the Applicable Letter of Credit Fee Rate:


 


(a)       The
Applicable Margin, the Applicable Revolving Unused Commitment Fee Rate and the Applicable Letter of Credit Fee Rate shall be set
at Level III until receipt of the financial statements for the fiscal quarter ending September 30, 2018 and corresponding Compliance
Certificate.


 


(b)       The
Applicable Margin, the Applicable Revolving Unused Commitment Fee Rate and the Applicable Letter of Credit Fee Rate shall be recomputed
as of the end of each fiscal quarter ending after the Closing Date based on the Total Net Leverage Ratio as of such quarter end.
Any increase or decrease in the Applicable Margin, the Applicable Revolving Unused Commitment Fee Rate or the Applicable Letter
of Credit Fee Rate computed as of a quarter end shall be effective no later than five Business Days following the date on which
the Compliance Certificate evidencing such computation is delivered under Section 6.1(c). If a Compliance Certificate is
not delivered when due in accordance with such Section 6.1(c), then the rates in Level IV shall apply as of the first Business
Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the
date on which such Compliance Certificate is delivered.


 



    	 	32	 



     


    




(c)       If,
as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the
Borrower or the Lenders determine that (i) the Total Net Leverage Ratio as calculated by the Borrower as of any applicable date
was inaccurate and (ii) a proper calculation of the Total Net Leverage Ratio would have resulted in higher pricing for such period,
the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable
Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for
relief with respect to the Borrower under the Bankruptcy Code, automatically and without further action by the Administrative Agent,
any Lender or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid
for such period over the amount of interest and fees actually paid for such period. This clause (b) shall not limit the
rights of the Administrative Agent, any Lender or the Issuing Lender, as the case may be, under Section 2.9, or Section
3.5, or Article IX.


 


“Prime Rate”
means a variable rate of interest per annum equal to the “U.S. prime rate” as reported on such day in the Money Rates
Section of the Eastern Edition of The Wall Street Journal, or if the Eastern Edition of The Wall Street Journal is
not published on such day, such rate as last published in the Eastern Edition of The Wall Street Journal. In the event the
Eastern Edition of The Wall Street Journal ceases to publish such rate or an equivalent on a regular basis, the Administrative
Agent shall notify the Borrower and the Administrative Agent and the Borrower will agree upon a substitute regularly published
average prime rate to be used to determine the “Prime Rate”. Any change in Prime Rate shall be automatic, without
the necessity of notice provided to the Borrower or any other Loan Party.


 


“Principal
Office” means the main banking office of the Administrative Agent in Greenwood Village, Colorado, or such other banking
office as may be designated in writing by the Administrative Agent to the Borrower from time to time.


 


“Prior Security
Interest” means a valid and enforceable perfected first-priority security interest in and to the Collateral that is subject
only to Permitted Liens which have first-priority by operation of applicable Law.


 


“Pro forma
Basis” means, for purposes of calculating compliance with any test or financial covenant under this Agreement for any
period, that the applicable Tranche of the Incremental Term Loan Facility, Permitted Acquisition or Permitted Additional Distribution
(and all Tranches of the Incremental Term Loan Facility, Permitted Acquisition or Permitted Additional Distributions that have
been consummated during the applicable period), or the applicable Material Acquisition or Material Disposition, and the following
transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement
in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person
subject to such Tranche of the Incremental Term Loan Facility, Permitted Acquisition, Permitted Additional Distribution, Material
Acquisition or Material Disposition, (i) in the case of a Permitted Additional Distribution or Material Disposition shall be excluded,
and (ii) in the case of a Permitted Acquisition or a Material Acquisition, shall be included, (b) any retirement of Indebtedness
and (c) any Indebtedness incurred or assumed by the Borrower or any of its Subsidiaries and if such Indebtedness has a floating
or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by
utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided
that the foregoing pro forma adjustments may be applied to any such test or financial covenant solely to the extent that such adjustments
give effect to events that are (x) attributable to such transaction and (y) factually supportable in a manner reasonably
satisfactory to the Administrative Agent.


 



    	 	33	 



     


    




“Pro Rata
Share” means (a) with respect to the Revolving Credit Facility as of any date of determination, the proportion that a
Revolving Lender’s Revolving Commitment as of such date bears to the aggregate amount of Revolving Commitments of all of
the Revolving Lenders as of such date, provided, that if the Revolving Commitments have been terminated or have expired,
Pro Rata Share under the Revolving Credit Facility shall be determined based upon the Revolving Commitments most recently in effect,
giving effect to any assignment, (b) with respect to the Term Loan A-1 Facility as of any date of determination, (i) if any Term
Loan A-1 Commitments remain in effect, the proportion that a Term Loan A-1 Lender’s unused Term Loan A-1 Commitment bears
to the aggregate amount of Term Loan A-1 Commitments of all of the Term Loan A-1 Lenders as of such date or (ii) if the Term Loan
A-1 Commitments have been terminated or have expired, the proportion that the outstanding principal amount of a Term Loan A-1 Lender’s
Term Loan A-1 as of such date bears to the aggregate principal amount of all outstanding Term Loan A-1s as of such date, (c) with
respect to the Term Loan A-2 Facility as of any date of determination, (i) if any Term Loan A-2 Commitments remain in effect, the
proportion that a Term Loan A-2 Lender’s unused Term Loan A-2 Commitment bears to the aggregate amount of Term Loan A-2 Commitments
of all of the Term Loan A-2 Lenders as of such date or (ii) if the Term Loan A-2 Commitments have been terminated or have expired,
the proportion that the outstanding principal amount of a Term Loan A-2 Lender’s Term Loan A-2 as of such date bears to the
aggregate principal amount of all outstanding Term Loan A-2s as of such date and (d) with respect to each Tranche of the Incremental
Term Loan Facility as of any date of determination, (i) if any Incremental Term Loan Commitments remain in effect with respect
to such Tranche, the proportion that an Incremental Term Lender’s unused Incremental Term Loan Commitment with respect to
such Tranche bears to the aggregate amount of the Incremental Term Loan Commitments of all of the Incremental Term Loan Lenders
for such Tranche as of such date or (ii) if the Incremental Term Loan Commitments have been terminated or have expired with respect
to such Tranche, the proportion that the outstanding principal amount of an Incremental Term Loan Lender’s Incremental Term
Loan with respect to such Tranche as of such date bears to the aggregate principal amount of all outstanding Incremental Term Loans
for such Tranche as of such date.


 


“Properties”
has the meaning specified in Section 5.18(a).


 


“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.


 


“PUC”
means any state, provincial or other local public utility commission, local franchising authority, or similar regulatory agency
or body that exercises jurisdiction over the rates, terms or services or the ownership, construction or operation of any Communications
System (and its related facilities) or over Persons who own, construct or operate a Communications System, in each case by reason
of the nature or type of the services, operations or business subject to regulation and not pursuant to laws and regulations of
general applicability to Persons conducting business in any such jurisdiction.


 


“PUC Laws”
means all relevant statutes of any applicable State, rules, regulations, orders, directives and published policies of, and all
Laws administered by, any PUC asserting jurisdiction over any Loan Party or any Subsidiary of any Loan Party.


 



    	 	34	 



     


    




“Purchase
Money Security Interest” means any Lien upon tangible personal property securing loans to any Loan Party or Subsidiary
of any Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property.


 


“Qualifying
Acquisition” means a Permitted Acquisition with a purchase price equal to or in excess of $100,000,000.


 


“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 Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation
or such other Person 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.


 


“Real Estate
Deliverables” means, with respect to each Material Owned Real Property, all of the following (except to the extent all
or any portion of which is waived by the Administrative Agent in its sole discretion), each of which shall be in form and substance
reasonably acceptable to the Administrative Agent,


 


(a)               
a Mortgage;


 


(b)              
a legal description of each parcel of real property constituting such Material Owned Real Property, sufficient for recording;


 


(c)               
an ALTA title insurance policy or policies insuring the Administrative Agent, for the benefit of the Secured Parties (including
such endorsements as the Administrative Agent may reasonably require), insuring the Mortgage as a valid first priority Lien upon
such Material Owned Real Property, subject to Permitted Liens described in clauses (a), (c), (f), (g) and (p) of
the definition thereof and such other Permitted Liens or exceptions as are reasonably acceptable to the Administrative Agent;


 


(d)              
appraisals, zoning reports, and other customary third party inspections, applicable to such Material Owned Real Property;


 


(e)               
an environmental questionnaire with respect to such Material Owned Real Property and, if requested by the Administrative
Agent, a Phase I environmental audit and such other environmental information and audits as the Administrative Agent may reasonably
request;


 


(f)               
written opinions of counsel for the Loan Parties, duly executed and covering such matters with respect to the Mortgages
as may be reasonably requested by the Administrative Agent;


 


(g)               
evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative
Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Material Owned Real Property,
including, but not limited to:


 


(i)                
providing the Administrative Agent with the address and/or GPS coordinates of each parcel or, if reasonably requested by
the Administrative Agent, each structure on any improved real property that will be subject to the Mortgage,


 


(ii)              
obtaining or providing the following documents: (1) a completed standard “life-of-loan” flood hazard determination
form, (2) if the improvement(s) to the improved real property is located in a special flood hazard area, a notification to
the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage
under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate
in the NFIP and (3) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower
Notice, return receipt of certified U.S. Mail, or overnight delivery) and


 



    	 	35	 



     


    




(iii)            
to the extent required under Section 6.5(b), obtaining flood insurance for such property, structures and contents
prior to such property, structures and contents becoming Collateral, together with such endorsements in favor of the Administrative
Agent as the Administrative Agent may reasonably request; and


 


(h)              
such other documents, instruments or agreements reasonably requested by the Administrative Agent in connection with granting
and perfecting a Prior Security Interest, on such Material Owned Real Property in favor of the Administrative Agent, for the ratable
benefit of the Secured Parties.


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender or (c) any Issuing Lender, as applicable.


 


“Register”
has the meaning specified in Section 11.7(c).


 


“Reimbursement
Obligation” has the meaning specified in Section 2.9(c)(i).


 


“Related Agreements”
has the meaning specified in Section 12.3(a).


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Required
Lenders” means, at any time, Lenders (other than Defaulting Lenders but specifically including Voting Participants) having
Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders; provided, that:


 


		(a)	“Required Lenders” must include at least two Lenders other than CoBank or a Voting
Participant;



 


		(b)	with respect to any agreement, waiver or consent that by its terms would modify the interests,
rights or obligations of one Class of Lenders (but not of any other Class of Lenders), “Required Lenders” shall not
be subject to clause (a) above if such Class of Lenders consists of three or fewer Lenders; and



 


		(c)	other than any Total Credit Exposure voted by another Lender pursuant to an allocation of such
Total Credit Exposure to such Lender under Section 2.15 or otherwise, the Total Credit Exposure of any Defaulting Lender
shall be disregarded in determining Required Lenders at any time.



 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of
any such Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or
the equivalent Person thereof).


 



    	 	36	 



     


    




“Revolving
Commitment” means, as to any Revolving Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(A),
as such Commitment is thereafter assigned or modified and “Revolving Commitments” means the aggregate Revolving
Commitments of all of the Revolving Lenders. As of the Closing Date, the aggregate amount of the Revolving Commitments of all Revolving
Lenders is $75,000,000.


 


“Revolving
Credit Exposure” means, as to any Revolving Lender at any time, the aggregate principal amount at such time of its outstanding
Revolving Loans and such Revolving Lender’s participation in Letter of Credit Obligations and Swing Line Loans at such time.


 


“Revolving
Credit Facility” means the Revolving Credit Facility established pursuant to Section 2.2.


 


“Revolving
Credit Facility Usage” means, at any time, the sum of the outstanding Revolving Loans, the outstanding Swing Line Loans
and the Letter of Credit Obligations.


 


“Revolving
Lender” means each Lender having a Revolving Commitment or who has funded or purchased all or a portion of a Revolving
Loan in accordance with the terms hereof.


 


“Revolving
Loans” means, collectively, and “Revolving Loan” means, separately, all Revolving Loans or any Revolving
Loan made by the Lenders or one of the Lenders to the Borrower pursuant to Section 2.2.


 


“Revolving
Note” means a promissory note of the Borrower substantially in the form of Exhibit F-1 hereto to any requesting
Revolving Lender evidencing its Revolving Loans.


 


“Revolving
Overadvance” has the meaning specified in Section 2.13(a).


 


“Revolving
Unused Commitment Fee” has the meaning specified in Section 2.7(a).


 


“RUS Grant
and Security Agreement” means that certain Broadband Initiatives Program Grant and Security Agreement, dated as of October
8, 2010, by and among West Virginia PCS Alliance, L.C., NTELOS Licenses, Inc. and the United States of America, acting through
the Administrator of the Rural Utilities Services, without giving effect to any amendments, supplements, modifications or extensions
that would be adverse to the interests of the Lenders in any material respect.


 


“Sanctioned
Country” means, at any time, a country, territory or sector that is, or whose government is, the subject or target of
any Sanctions or that is, or whose government is, the subject of any list-based or territorial or sectorial Sanctions.


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by any
(i) Governmental Authority of the United States of America, Canada, the United Kingdom or any member of the European Union, (ii)
the United Nations Security Council, (iii) the European Union, (iv) any political subdivision of any of the foregoing or (v) any
other Governmental Authority having (or claiming to have) jurisdiction at such time over any of the following Persons or any of
their assets: any Loan Party, any Subsidiary or Affiliate of any Loan Party, any Secured Party, any Participant or any Subsidiary
or Affiliate of any Secured Party or Participant, (b) any Person operating, organized or resident in a Sanctioned Country, (c)
any Person that is otherwise subject to any Sanctions or (d) any Person, directly or indirectly, 50% or more in the aggregate owned
by, otherwise controlled by, or acting for the benefit or on behalf of, any Person or Persons described in clause (a), (b)
or (c) of this definition.


 



    	 	37	 



     


    




“Sanctions”
means any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any (i) Governmental
Authority of the United States of America, Canada, the United Kingdom or any member of the European Union, (ii) the United Nations
Security Council, (iii) the European Union, (iv) any political subdivision of any of the foregoing or (v) any other Governmental
Authority having (or claiming to have) jurisdiction at such time over any of the following Persons or any of their assets: any
Loan Party, any Subsidiary or Affiliate of any Loan Party, any Secured Party, any Participant or any Subsidiary or Affiliate of
any Secured Party or Participant.


 


“SEC”
means the Securities and Exchange Commission.


 


“Secured Bank
Product” means agreements or other arrangements entered into by a Lender or its Affiliate, on the one hand, and any Loan
Party, on the other hand at the time such Lender is a party to this Agreement, under which any Lender or Affiliate of a Lender
provides any of the following products or services to any of the Loan Parties: (a) credit cards, (b) credit card processing services,
(c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement, accounts or
services or (g) foreign currency exchange, and shall include, without limitation, the CoBank Cash Management Agreement; provided
that the foregoing shall not constitute a Secured Bank Product if at any time the applicable provider of such bank products or
services is not a Lender or an Affiliate of a Lender.


 


“Secured Hedge”
means an Interest Rate Hedge permitted under this Agreement (a) that is entered into by a Hedge Bank and (b) with respect to which
such Hedge Bank has provided evidence reasonably satisfactory to the Administrative Agent that (i) such Interest Rate Hedge is
documented in a standard International Swap Dealer Association Agreement, and (ii) such Interest Rate Hedge provides for the method
of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; provided
that the foregoing shall not constitute a Secured Hedge if at any time the applicable provider of such Interest Rate Hedge is not
a Lender or an Affiliate of a Lender.


 


“Secured Obligations”
means all Obligations and all Other Liabilities, but excluding all Excluded Swap Obligations.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, each Issuing Lender, each Lender (or its Affiliate) that provides any
Secured Hedge for so long as such Lender remains a Lender hereunder, each Lender (or its Affiliate) that provides any Secured Bank
Product for so long as such Lender remains a Lender hereunder, each Related Party or co-agent or sub-agent appointed by the Administrative
Agent from time to time pursuant to Section 10.6, and, in each case, their respective successors and permitted assigns.


 


“Security
Agreement” means the Amended and Restated Pledge and Security Agreement, executed and delivered on the Closing Date,
by each of the Loan Parties in favor of the Administrative Agent in substantially the form of Exhibit M hereto.


 


“Service”
has the meaning set forth in the definition of “LIBOR Rate.”


 


“Shentel PCS”
means Shenandoah Personal Communications, LLC.


 



    	 	38	 



     


    




“Solvency
Certificate” means the certificate of the Borrower delivered to the Administrative Agent on the Closing Date in the form
of Exhibit G hereto.


 


“Solvent”
means, with respect to any Person on any date of determination, such Person, Consolidated with its respective Subsidiaries (a)
owns and will own assets, the present fair value of which is greater than the total amount of liabilities, including, contingent
liabilities, of such Person and its Subsidiaries, (b) owns and will own assets, the present fair saleable value of which is
greater than the amount that will be required to pay the probable liabilities of the then existing debts and liabilities of such
Person and its Subsidiaries as they become absolute and matured considering all financing alternatives and potential asset sales
reasonably available to such Person and its Subsidiaries, (c) has capital that is not unreasonably small in relation to its
business as presently conducted or after giving effect to any contemplated transactions, (d) does not intend to, and does
not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they become due and
(e) has not incurred, and will not incur, any obligation under the Agreement or any other Loan Document and such Person and
its Subsidiaries have not made and will not make any conveyance pursuant to or in connection therewith, with actual intent to hinder,
delay or defraud either existing or future creditors of such Person or its Subsidiaries.


 


“Sprint Affiliate
Agreements” means the Sprint PCS Management Agreement, dated as of November 5, 1999, by and among Sprint Spectrum, L.P.,
WirelessCo, L.P., APC PCS, LLC, PhillieCo, L.P., Sprint Communications Company L.P., SprintCom, Inc. and Shentel PCS, and all related
services, trademark, service mark and other agreements related thereto (other than, for the avoidance of doubt, the Sprint Master
Agreement and the Sprint Retail Stores Transfer Agreement), as amended by Addendum I through Addendum XXI and as may be further
amended, supplemented, modified, extended or replaced in accordance with the terms thereof but without giving effect to any amendments,
supplements, modifications, extensions or replacements after Addendum XXI that would be adverse to the interests of the Lenders
in any material respect, in any such case without the prior written consent of the Administrative Agent (such consent not to be
unreasonably withheld, conditioned or delayed).


 


“Sprint Agreements”
means, collectively, the Sprint Master Agreement, the Sprint Retail Stores Transfer Agreement and various other agreements related
to the transactions described in the Sprint Master Agreement and the Sprint Affiliate Agreements.


 


“Sprint Master
Agreement” means the Amended and Restated Master Agreement, dated as of May 6, 2016, by and between SprintCom, Inc. and
Shentel PCS, as the same may be amended, supplemented, modified, extended or replaced from time to time in accordance with the
terms thereof but without giving effect to any amendments, supplements, modifications, extensions or replacements thereof that
would be adverse to the interests of the Lenders in any material respect, in any such case without the prior written consent of
the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed).


 


“Sprint Retail
Stores Transfer Agreement” means the Retail Stores Transfer Agreement, dated as of August 10, 2015, by and between SprintCom,
Inc. and Shentel PCS, as the same may be amended, supplemented, modified, extended or replaced from time to time in accordance
with the terms thereof but without giving effect to any amendments, supplements, modifications, extensions or replacements thereof
that would be adverse to the interests of the Lenders in any material respect, in any such case without the prior written consent
of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed).


 



    	 	39	 



     


    




“Standard
& Poor’s” means S&P Global Ratings, a division of S&P Global Inc., or any successor or assignee of
the business of such division in the business of rating securities and debt.


 


“Statutory
Reserve Rate” means, for the Interest Period for any LIBOR Rate Loan, a fraction (expressed as a decimal), the numerator
of which is the number one and the denominator of which is the number one minus the arithmetic mean, taken over each day in such
Interest Period, of the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding
(currently referred to as “Eurocurrency liabilities” in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. LIBOR Rate Loans shall be deemed to constitute eurocurrency funding and to
be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve percentage.


 


“Subsidiary”
of any Person at any time means any corporation, trust, partnership, any limited liability company or other business entity of
which more than 50% of the outstanding voting securities or other interests normally entitled to vote for the election of one or
more directors or trustees (regardless of any contingency that does or may suspend or dilute the voting rights) is at such time
owned, or the management of which is controlled, directly or indirectly through one or more intermediaries, or both, by such Person
or one or more of such Person’s Subsidiaries.


 


“Subsidiary
Equity Interests” has the meaning specified in Section 5.6.


 


“Swap Obligation”
means, with respect to any Loan Party, 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.


 


“Swing Line
Commitment” means, as to the Swing Line Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(A),
as such Commitment is thereafter assigned or modified. As of the Closing Date, the Swing Line Commitment of the Swing Line Lender
shall be $10,000,000.


 


“Swing Line
Facility” means the swing line facility established pursuant to Section 2.3.


 


“Swing Line
Lender” means CoBank, in its individual capacity as the provider of the Swing Line Commitment.


 


“Swing Line
Loans” means, collectively, and “Swing Line Loan” means, separately, all Swing Line Loans or any Swing
Line Loan made by the Swing Line Lender to the Borrower pursuant to Section 2.3 hereof.


 


“Swing Line
Note” means a promissory note of the Borrower substantially in the form of Exhibit F-2 hereto to the Swing
Line Lender evidencing the Swing Line Loans.


 


“Synthetic
Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax
retention lease or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance
sheet of such Person but which, for tax purposes or otherwise upon the insolvency or bankruptcy of such Person, would be characterized
as the indebtedness of such Person (without regard to accounting treatment).


 



    	 	40	 



     


    




“Tax Compliance
Certificate” means a tax certificate substantially in the form of Exhibit H hereto, prepared and delivered in
accordance with Section 3.2(g).


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Termination
Date” means the Business Day as of which all of the following shall have occurred: (a) all Commitments under this Agreement
have terminated, (b) all Secured Obligations have been paid in full in cash (other than (i) contingent indemnification obligations
as to which no claim has been made and (ii) obligations and liabilities with respect to any Secured Bank Product or Secured Hedge
as to which arrangements reasonably satisfactory to the applicable Secured Party have been made) and (c) all Letters of Credit
have terminated or expired (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements
with respect thereto satisfactory to the Administrative Agent and the Issuing Lender shall have been made).


 


“Term Lender”
means a Lender having either a Term Loan A-1 Commitment or a Term Loan A-2 Commitment or who has funded or purchased all or a portion
of a Term Loan A-1 or a Term Loan A-2 in accordance with the terms hereof and “Term Lenders” means collectively
all of the Term Loan A-1 Lenders and all of the Term Loan A-2 Lenders.


 


“Term Loan
A-1” has the meaning specified in Section 2.1(a) and “Term Loan A-1s” means, collectively,
all of the Term Loan A-1s made by the Lenders pursuant to Section 2.1(a).


 


“Term Loan
A-1 Commitment” means, as to any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(A),
as such Commitment is thereafter assigned or modified and “Term Loan A-1 Commitments” means the aggregate Term
Loan A-1 Commitments of all of the Term Loan A-1 Lenders.


 


“Term Loan
A-1 Facility” means the single-draw term loan facility established pursuant to Section 2.1(a).


 


“Term Loan
A-1 Lender” means each Lender having a Term Loan A-1 Commitment or who has funded or purchased all or a portion of a
Term Loan A-1 in accordance with the terms hereof.


 


“Term Loan
A-1 Note” means a promissory note of the Borrower substantially in the form of Exhibit F-3 hereto to any
requesting Term Loan A-1 Lender evidencing its Term Loan A-1.


 


“Term Loan
A-2” has the meaning specified in Section 2.1(b) and “Term Loan A-2s” means, collectively,
all of the Term Loan A-2s made by the Lenders pursuant to Section 2.1(b).


 


“Term Loan
A-2 Commitment” means, as to any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(A),
as such Commitment is thereafter assigned or modified and “Term Loan A-2 Commitments” means the aggregate Term
Loan Commitments of all of the Term Loan A-2 Lenders.


 


“Term Loan
A-2 Facility” means the multi-draw term loan facility established pursuant to Section 2.1(b).


 


“Term Loan
A-2 Lender” means each Lender having a Term Loan A-2 Commitment or who has funded or purchased all or a portion of a
Term Loan A-2 in accordance with the terms hereof.


 



    	 	41	 



     


    




“Term Loan
A-2 Note” means a promissory note of the Borrower substantially in the form of Exhibit F-4 hereto to any
requesting Term Loan A-2 Lender evidencing its Term Loan A-2.


 


“Term Loans”
means, collectively, all of the term loans issued under the Term Loan A-1 Facility and the Term Loan A-2 Facility.


 


“Threshold
Amount” means as of any given date of determination, the greater of (x) $10,000,000 and (y) 3.5% of Consolidated EBITDA
determined on a Pro Forma Basis as of the most recent four fiscal quarter period for which Consolidated financial statements have
been delivered.


 


“Total Credit
Exposure” means, as to any Lender at any time, the sum of such Lender’s unused Term Loan A-1 Commitment, unused
Term Loan A-2 Commitment, unused Incremental Term Loan Commitments, Revolving Credit Exposure, outstanding Term Loans and outstanding
Incremental Term Loans.


 


“Total Debt”
means, as of any date of determination, the aggregate principal amount of all Indebtedness (other than the net termination obligations
of such Person under any Hedge Agreement, calculated as of any date as if such agreement or arrangement were terminated as of such
date and, to the extent related to or supporting such net termination obligations, as described in clauses (k), (l)
and (m) of the definition of Indebtedness), in each case of the Borrower on a Consolidated basis.


 


“Total Leverage
Ratio” means, as of any date of determination, the ratio of (a) Total Debt on such date to (b) Consolidated EBITDA for
the most recently completed four fiscal quarters for which financial statements are available.


 


“Total Net
Leverage Ratio” means, as of any date of determination, the ratio of (a) Total Debt on such date minus the Unrestricted
Cash Amount to (b) Consolidated EBITDA for the most recently completed four fiscal quarters for which financial statements
are available.


 


“Trade Date”
has the meaning specified in Section 11.7(b)(i)(B).


 


“Tranche”
means, with respect to the Incremental Term Loan Facility, all Incremental Term Loans made on the same date pursuant to the terms
of the same Notice of Incremental Term Loan Borrowing and Incremental Term Loan Funding Agreement.


 


“UCC”
means the Uniform Commercial Code as the same may be in effect from time to time in the State of New York; provided that
if, by reason of applicable Law, the validity or perfection of any security interest in any Collateral granted under the Loan Documents
is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, then as to the validity or perfection,
as the case may be, of such security interest “Uniform Commercial Code” means the Uniform Commercial Code as in effect
from time to time in such other jurisdictions.


 


“UCP”
has the meaning specified in Section 2.9(j).


 


“Unrestricted
Cash Amount” means, as of any date of determination, the lesser of (a) the amount of cash and Cash Equivalents of the
Borrower and its Subsidiaries on deposit in Controlled Accounts in excess of $25,000,000 and (b) $50,000,000.


 


“USA Patriot
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001, Public Law 107-56.


 



    	 	42	 



     


    




“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“Voting Participant”
has the meaning specified in Section 11.7(d).


 


“Voting Participant
Notice” has the meaning specified in Section 11.7(d).


 


“Withholding
Agent” means (a) the Borrower or any other Loan Party and (b) the Administrative Agent.


 


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


 


1.2             
Construction. Unless the context of this Agreement otherwise clearly requires, the following rules of construction
shall apply to this Agreement and each of the other Loan Documents: (a) references to the plural include the singular, the
plural, the part and the whole; (b) the words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”; (c) the words “hereof,”
“herein,” “hereunder,” “hereto” and similar terms in this Agreement or
any other Loan Document refer to this Agreement or such other Loan Document as a whole; (d) article, section, subsection, clause,
schedule and exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise specified; (e)
reference to any Person includes such Person’s successors and assigns; (f) reference to any agreement, including this Agreement
and any other Loan Document together with the schedules and exhibits hereto or thereto, document or instrument means such agreement,
document or instrument as amended, extended, modified, supplemented, replaced, substituted for, superseded, renewed, refinanced,
refunded, reaffirmed or restated at any time and from time to time; (g) relative to the determination of any period of time,
“from” means “from and including,” “to” means “to but excluding,”
and “through” means “through and including”; (h) 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; (i) section headings herein and in each other
Loan Document are included for convenience and shall not affect the interpretation of this Agreement or such Loan Document; (j)
any pronoun shall include the corresponding masculine, feminine and neuter terms; (k) reference to any Law shall refer to such
Law as amended, modified, supplemented, renewed, or extended from time to time and to any successor or replacement Law promulgated
thereunder or substantially related thereto; (l) reference to any Governmental Authority includes any similar or successor Governmental
Authority; (m) the word “will” shall be construed to have the same meaning and effect as the word “shall”;
and (n) unless otherwise specified, all references herein to times of day shall be references to Denver, Colorado time. The parties
hereto each acknowledge that each of them has had the benefit of legal counsel of its own choice, that each of them has been afforded
an opportunity to review this Agreement and the other Loan Documents with its legal counsel, and that this Agreement and the other
Loan Documents shall be constructed as if jointly drafted by Administrative Agent and each Loan Party.


 


1.3             
Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations
as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to
be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation
where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used
in preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms have the
meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Article VIII (and
all defined terms used in the definition of any accounting term used in Article VIII) have the meaning given to such
terms (and defined terms) under GAAP as in effect on the Closing Date applied on a basis consistent with those used in preparing
the financial statements referred to in Section 5.10. In the event of any change after the Closing Date in GAAP or in the
application of GAAP, and if such change would affect the computation of any of the financial covenants set forth in Article VIII
or compliance with Sections 7.1 or 7.4, then the parties hereto agree to endeavor, in good faith, to agree upon an
amendment to this Agreement that would adjust such financial covenants or such Sections in a manner that would preserve the original
intent thereof, but would allow compliance therewith to be determined in accordance with the Borrower’s financial statements
at that time, provided that until so amended such financial covenants and such Sections shall continue to be computed in accordance
with GAAP prior to such change therein or the application thereof. Notwithstanding the foregoing, for purposes of determining compliance
with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of any Loan Party and its
Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825
and FASB ASC 470-20 on financial liabilities shall be disregarded. For the avoidance of doubt, any lease that is treated as an
operating lease for purposes of GAAP as of the Closing Date shall not be treated as debt or Indebtedness and shall continue to
be treated as an operating lease (and any future lease that would be treated as an operating lease for purposes of GAAP as of the
Closing Date shall be similarly treated).


 



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1.4             
Rounding. Any financial ratios required to be maintained pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which
such ratio or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there
is no nearest number).


 


1.5             
Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit
at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof
contemplated by such Letter of Credit or the Letter of Credit Request therefor (at the time specified therefor in such applicable
Letter of Credit or Letter of Credit Request and as such amount may be reduced by (a) any permanent reduction of such Letter
of Credit or (b) any amount which is drawn, reimbursed and no longer available under such Letter of Credit).


 


1.6             
Covenant Compliance Generally. For purposes of determining compliance under Article VIII, any amount
in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating Consolidated
net income in the most recent annual financial statements of Borrower and its Subsidiaries delivered pursuant to Section 6.1(b).
Notwithstanding the foregoing, for purposes of determining compliance with Article VII, with respect to any covenant with
respect to the amount of Indebtedness or investment in a currency other than Dollars, no breach of any basket contained therein
shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness
or investment is incurred; provided, that for the avoidance of doubt, the result of any changes in rates of exchange occurring
after the time such Indebtedness or investment is incurred shall otherwise apply in all other cases, including determining whether
any additional Indebtedness or investment may be incurred at any time in accordance with Article VII and for purposes of
calculating financial ratios in accordance with Article VIII.


 


1.7             
Administration of Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the
Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates
in the definition of “LIBOR Rate” or with respect to any comparable or successor rate thereto.


 



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1.8             
Holidays. Whenever payment of a Loan to be made or taken hereunder shall be due on a day that is not a Business
Day such payment shall be due on the next Business Day (except as provided in Section 2.5) and such extension of time
shall be included in computing interest and fees, except that the Loans shall be due on the Business Day preceding the Maturity
Date if the Maturity Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other than payment
of the Loans) shall be stated to be due on a day that is not a Business Day, such payment or action shall be made or taken on the
next following Business Day, and such extension of time shall not be included in computing interest or fees, if any, in connection
with such payment or action.


 


1.9             
UCC Terms. Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall,
unless the context otherwise indicates, have the meanings provided by those definitions; provided that, to the extent the
UCC is revised subsequent to the Closing Date such that the definition of any of the terms included in the description of Collateral
in any Loan Document is changed, the parties hereto desire that any property which is included in such changed definitions which
would not otherwise be included in such grant, be included in such grant immediately upon the effective date of such revision,
to the extent a security interest in such personal property may be granted under such revised UCC (and, to the extent effective
under applicable Law, such security interest will attach immediately without further action). Subject to the foregoing, the term
“UCC” refers, as of any date of determination, to the UCC then in effect.


 


1.10         
Delaware Divisions. For all purposes under the Loan Documents, in connection with any division or plan of
Division: (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a
different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if
any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence
by the holders of its Equity Interests at such time.


 


II.               
CREDIT FACILITIES


 


2.1             
Term Loans.


 


(a)               
Term Loan A-1. Subject to the terms and conditions hereof, and relying upon the representations and warranties of
the Loan Parties set forth herein and in the other Loan Documents, each Term Loan A-1 Lender severally agrees, on the Closing Date,
to continue or amend, as applicable, as a “Term Loan A-1” its existing term loans to the Borrower under the Original
Credit Agreement in the aggregate principal amount for such Term Loan A-1 Lender equal to such Term Loan A-1 Lender’s Term
Loan A-1 Commitment (the “Term Loan A-1”). On the Closing Date the aggregate principal amount of the Term Loan
A-1s for all Term Loan A-1 Lenders shall equal to $291,340,500. The Term Loan A-1 Commitments shall be fully drawn, and shall automatically
terminate, upon funding on the Closing Date.


 


(b)              
Term Loan A-2. Subject to the terms and conditions hereof, and relying upon the representations and warranties of
the Loan Parties set forth herein and in the other Loan Documents, each Term Loan A-2 Lender severally agrees, on the Closing Date,
to continue or amend, as applicable, as a “Term Loan A-2” its existing term loans to the Borrower under the Original
Credit Agreement in the aggregate principal amount for such Term Loan A-2 Lender equal to such Term Loan A-2 Lender’s Term
Loan A-2 Commitment (the “Term Loan A-2”). On the Closing Date the aggregate principal amount of the Term Loan
A-2s for all Term Loan A-2 Lenders shall equal to $498,784,500. The Term Loan A-2 Commitments shall be fully drawn, and shall automatically
terminate, upon funding on the Closing Date.


 


(c)               
[RESERVED]


 



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(d)              
 Nature of Lenders’ Obligations with Respect to Term Loans. The Term Loan Commitments are not revolving commitments,
and the Borrower shall not have the right to repay and reborrow under Section 2.1.


 


(e)               
Repayment of Term Loan A-1. In addition to any prepayments or repayments made pursuant to Sections 2.12 and
2.13, the Borrower shall repay the aggregate outstanding principal balance of the Term Loan A-1s in quarterly principal
payments on the last day of each calendar quarter in accordance with the schedule set forth below:


 


	Date	Quarterly Principal Payment
	December 31, 2018 to September 30, 2019 	1.25% per quarter
	December 31, 2019 to September 30, 2022	2.50% per quarter
	December 31, 2022 and thereafter 	3.75% per quarter


 


Notwithstanding anything herein to the
contrary, the entire outstanding principal balance of the Term Loan A-1s shall be due and payable in full in cash on the Maturity
Date with respect to the Term Loan A-1 Facility.


 


(f)               
Repayment of Term Loan A-2. In addition to any prepayments or repayments made pursuant to Sections 2.12 and
2.13, the Borrower shall repay the aggregate outstanding principal balance of the Term Loan A-2s in quarterly installments
on December 31, 2018 and on the last day of each calendar quarter thereafter in an amount equal to 0.25% of the outstanding principal
amount of the Term Loan A-2s outstanding on the Closing Date. Notwithstanding anything herein to the contrary, the entire outstanding
principal balance of the Term Loan A-2s shall be due and payable in full in cash on the Maturity Date with respect to the Term
Loan A-2 Facility.


 


(g)               
Incremental Term Loans.


 


(i)                
After the Closing Date, the Borrower may from time to time prior to the Maturity Date with respect to the Incremental Term
Loan Facility, request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental
Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject
to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested
(which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental
Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof),
(B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten
days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the
Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin(s) to be applicable
to all Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the
amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested.
Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower
shall be irrevocable and shall be binding upon all Loan Parties.


 



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(ii)              
At the time of delivery of each Notice of Incremental Term Loan Borrowing, the Borrower shall also deliver to the Administrative
Agent a certificate of a Financial Officer of the Borrower certifying (1) that no Default or Event of Default then exists or would
be caused thereby; provided that, if the proceeds of such Tranche of Incremental Term
Loans shall be used to consummate a Permitted Acquisition, this clause (1)
shall be tested as provided in clause (iii) of the definition of Permitted Acquisition,
(2) that, both before and after giving effect to a Borrowing of such Tranche of Incremental Term Loans, the Borrower shall be in
compliance with the covenants set forth in Article VIII on a Pro forma Basis as of the most recent four fiscal quarter period
for which Consolidated financial statements have been delivered (and showing the calculations thereof); provided that, if
the proceeds of such Tranche of Incremental Term Loans shall be used to consummate a Permitted Acquisition,
this clause (2) shall be tested as provided in clause (vi) of the definition of Permitted Acquisition,
and (3) the representations and warranties of each Loan Party set forth in Article V of the Credit Agreement are
true and correct in all material respects and will be true and correct in all material respects (unless any such representation
or warranty is qualified as to materiality or a Material Adverse Effect, in which case such representation and warranty shall be
true and correct in all respects) on the date of the proposed Borrowing of such Tranche of Incremental Term Loans, before and after
giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, other
than any such representations or warranties that specifically refer to a date other than the date of such Borrowing; provided
that, if the proceeds of such Tranche of Incremental Term Loans shall be used to consummate a Permitted Acquisition, this clause
(3) may be modified or otherwise waived in whole or in part in a manner determined by the Borrower and the Lenders providing
such Tranche of Incremental Term Loans (including by requiring that clause (3) be tested as of the time such Loan Party
entered into such Limited Conditionality Purchase Agreement).


 


(iii)            
The sum of (A) all aggregate outstanding principal amounts of all Tranches of Incremental Term Loans and (B) all unused
Incremental Term Loan Commitments of all Tranches of Incremental Term Loans shall not exceed at any time the then current Incremental
Amount. Repayments or prepayments of the principal of any Incremental Term Loans may not be reborrowed. Each Tranche of Incremental
Term Loans shall bear interest at the Alternate Base Rate or the Adjusted LIBOR Rate plus such Applicable Margin as is set
forth in the Notice of Incremental Term Loan Borrowing related to such Tranche, and shall be subject to the amortization set forth
in the applicable Notice of Incremental Term Loan Borrowing relating to such Tranche, provided, however, to the extent
that the Applicable Margins for Base Rate Loans or LIBOR Rate Loans under any Tranche of Incremental Term Loans exceed by more
than 0.50% the Applicable Margins for the existing Term Loan A-2 Facility, determined as of the initial funding date of such Tranche
of Incremental Term Loans, the Applicable Margins for the existing Term Loans shall be increased so that the Applicable Margins
on such Tranche of Incremental Term Loans and the existing Term Loan A-2 are equal, and so that the Applicable Margins on the existing
Term Loan A-1 are 0.50% lower than the Applicable Margins on such Tranche of Incremental Term Loans and the existing Term Loan
A-2. The final maturity date of any Tranche of Incremental Term Loans shall be no earlier than the Maturity Date with respect to
the Term Loan A-1 Facility; provided that, if the Maturity Date with respect to the Term Loan A-2 Facility is equal to or less
than five years from the initial funding date of such Tranche of Incremental Term Loans, the final maturity date of such Tranche
of Incremental Term Loans shall also be no earlier than the Maturity Date with respect to the Term Loan A-2 Facility. The weighted
average life of any Tranche of Incremental Term Loans shall be equal to or greater than the weighted average life of the Term Loan
A-1 Facility, determined as of the initial funding date of such Tranche of Incremental Term Loans; provided that, if the Maturity
Date with respect to the Term Loan A-2 Facility is equal to or less than five years from the initial funding date of such Tranche
of Incremental Term Loans, the final average weighted life of such Tranche of Incremental Term Loans shall also be no earlier than
the average weighted life with respect to the Term Loan A-2 Facility. The original issue discount or the upfront fees applicable
to any Tranche of Incremental Term Loans shall not be more than 1.00% of the aggregate principal amount of the Incremental Term
Loans thereunder. Any covenant or Event of Default applicable to any Tranche of Incremental Term Loans (other than solely after
the Maturity Date with respect to the Term Loan A-2) that is more restrictive than the equivalent covenant or Event of Default
set forth in this Agreement shall be deemed to be applicable to all Loans hereunder. All Incremental Term Loans shall for all purposes
be Obligations hereunder and under the Loan Documents.


 



    	 	47	 



     


    




(iv)            
Upon receipt of a request for a Tranche of Incremental Term Loans from the Borrower, the Administrative Agent may, in its
sole discretion, offer one or more Term Lenders, other Lenders or new lenders that are Eligible Assignees, and, with the prior
written consent of the Borrower, other new lenders that are not Eligible Assignees, the opportunity, in such amounts as the Administrative
Agent shall determine, to participate in the requested Tranche of Incremental Term Loans. The Administrative Agent shall have no
obligation to offer any Lender or new lender the opportunity to participate in any such Tranche of Incremental Term Loans and nothing
herein shall prohibit the Administrative Agent from retaining for its own account, as an Incremental Term Lender, all or substantially
all of such Tranche of Incremental Term Loans. Each Term Lender, other Lender or new lender that fails to respond to such a notice
in writing in a form acceptable to the Administrative Agent within the period of time provided therein shall be deemed to have
elected not to participate in such Tranche of Incremental Term Loans. No Lender or new lender shall have any obligation to fund
any Incremental Term Loan, and any decision by a Lender or new lender to fund any Incremental Term Loan shall be made in its sole
discretion independently from any other Lender or new lender.


 


(v)              
If in response to the offer to participate in such Tranche made by the Administrative Agent pursuant to clause (iv)
above, the Administrative Agent receives commitments from Lenders and/or from any other Person that (A) qualifies as an Eligible
Assignee and is reasonably acceptable to the Borrower and the Administrative Agent and (B) has agreed to become a Lender in respect
of all or a portion of such Tranche of Incremental Term Loans (an “Additional Incremental Term Lender”), in
excess of the requested Tranche of Incremental Term Loans, the Administrative Agent shall have the right, in its sole discretion
but with the consent of the Borrower, to reduce and reallocate (within the minimum and maximum amounts specified by each such Lender
or Additional Incremental Term Lender in its notice to the Administrative Agent) the shares of the Incremental Term Loans of the
Lenders or Additional Incremental Term Lenders willing to fund (or commit to fund) such Tranche of Incremental Term Loans so that
the total committed Incremental Term Loans equal the requested Tranche of Incremental Term Loans. If the Administrative Agent does
not receive commitments from Lenders or Additional Incremental Term Lenders in an amount sufficient to fund the requested Tranche
of Incremental Term Loans, the Administrative Agent shall so notify Borrower and the request for such Tranche of Incremental Term
Loans shall be deemed automatically rescinded; provided, the Borrower may submit a replacement Notice of Incremental Term
Loan Borrowing setting forth different terms for the requested Incremental Term Loan.


 


(vi)            
An agreement to fund a Tranche of Incremental Term Loans (an “Incremental Term Loan Funding Agreement”),
pursuant to this Section 2.1(g) shall become effective upon the receipt by the Administrative Agent of an agreement
in form and substance reasonably satisfactory to the Administrative Agent and the Borrower signed by each Loan Party, by each Additional
Incremental Term Lender and by each existing Lender who has agreed to fund such Tranche of Incremental Term Loans, setting forth
the new Tranche of Incremental Term Loans of such Lenders and setting forth the agreement of each Additional Incremental Term Lender
to become a party to this Agreement as a Lender and to be bound by all the terms and provisions hereof, together with officer’s
certificates and ratification agreements executed by each Loan Party and such evidence of satisfaction of all conditions set forth
in Section 4.2 (subject to the provisos of Section 2.1(g)(ii)(1), (2) and (3)), appropriate corporate
authorization on the part of each Loan Party with respect to the requested Tranche of Incremental Term Loans, amendments to any
other Loan Documents reasonably requested by the Administrative Agent in relation to the requested Tranche of Incremental Term
Loans (which amendments to the Loan Documents (other than this Agreement) the Administrative Agent is hereby authorized to execute
on behalf of the Lenders), updates or endorsements to policies of title insurance, flood hazard determination certificates (and,
if applicable, evidence of flood insurance) with respect to each parcel of property subject to a Mortgage, the results of lien
searches from applicable jurisdictions, and such opinions of counsel for the Loan Parties with respect to the requested Tranche
of Incremental Term Loans and other assurances as the Administrative Agent may reasonably request.


 



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(vii)          
In addition to any prepayments or repayments made pursuant to Sections 2.12 and 2.13, the principal of the
Incremental Term Loans of each Tranche shall be repaid on such dates and in such amounts as may be set forth in the Notice of Incremental
Term Loan Borrowing for such Tranche, to be applied to the unpaid principal amount of the Incremental Term Loans for such Tranche
for which such payment relates. Notwithstanding anything herein to the contrary, the entire outstanding principal balance of all
Tranches of Incremental Term Loans shall be due and payable in full in cash on the Maturity Date as specified in clause (d)
of the definition thereof.


 


(viii)        
The Administrative Agent shall record relevant information regarding each Tranche of Incremental Term Loans (including information
with respect to Additional Incremental Term Lenders) in the Register in accordance with Section 11.7(c); provided,
however, that failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s obligations
in respect of any Incremental Term Loan Commitment or Incremental Term Loan.


 


(ix)            
The Borrower may request no more than five (5) Incremental Term Loans.


 


2.2             
Revolving Loans.


 


(a)               
Revolving Loan Commitments. Subject to the terms and conditions hereof and relying upon the representations and warranties
of the Loan Parties set forth herein and in the other Loan Documents, each Revolving Lender severally agrees to make Revolving
Loans to the Borrower at any time or from time to time on or after the Closing Date (by the time and in the manner specified in
Section 2.6(a)) to, but not including, the Maturity Date with respect to the Revolving Credit Facility, provided,
that after giving effect to each such Revolving Loan (i) such Revolving Lender’s Available Revolving Commitment shall not
be less than $0 and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Within such limits of
time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to
this Section 2.2.


 


(b)              
Revolving Loan Requests. Except as otherwise provided herein, the Borrower may from time to time prior to the Maturity
Date request the Revolving Lenders to make Revolving Loans by delivering to the Administrative Agent, not later than 11:00 a.m.,
(i) three Business Days prior to the proposed Borrowing Date with respect to LIBOR Rate Loans; and (ii) one Business
Day prior to the proposed Borrowing Date with respect to Base Rate Loans, a duly completed Loan Request. Other than a Loan Request
with respect to Revolving Loans to be drawn on the expected Closing Date which may be subject to the occurrence of the Closing
Date, each Loan Request shall be irrevocable and shall specify the aggregate amount of the proposed Revolving Loans comprising
each Borrowing, and, if applicable, the Interest Period, which amounts shall be in (x) integral multiples of $500,000 and
not less than $1,000,000 for each Borrowing under the LIBOR Rate Option, and (y) integral multiples of $500,000 and not less than
$500,000 for each Borrowing under the Base Rate Option. (For the avoidance of doubt, the revocation of a Loan Request with respect
to LIBOR Rate Loans because of the failure of the Closing Date to occur shall not relieve the Borrower of its obligations under
Section 3.5, Section 11.3 or otherwise.)


 



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(c)               
Nature of Lenders’ Obligations with Respect to Revolving Loans. Each Revolving Lender shall be obligated to
participate in each request for Revolving Loans pursuant to this Section 2.2 in accordance with its Pro Rata Share.
The obligations of each Revolving Lender hereunder are several. The failure of any Revolving Lender to perform its obligations
hereunder (i) shall not affect the Obligations of the Borrower to any other party nor, (ii) shall any other party be liable for
the failure of such Revolving Lender to perform its obligations hereunder. Other than Revolving Loans in repayment of Swing Line
Loans in accordance with Section 2.3(e) and/or Reimbursement Obligations in accordance with Section 2.9(c), the Revolving
Lenders shall have no obligation to make Revolving Loans hereunder on or after the Maturity Date with respect to the Revolving
Credit Facility.


 


(d)              
Repayment of Revolving Loans. Notwithstanding anything herein or in any other Loan Document to the contrary, the
Borrower shall repay the entire outstanding principal amount of Revolving Loans, together with all outstanding interest thereon
and unpaid fees with respect thereto, on the Maturity Date with respect to the Revolving Credit Facility.


 


2.3             
Swing Line Loans.


 


(a)               
Swing Line Commitments. Subject to the terms and conditions hereof and relying upon the agreements of the Revolving
Lenders set forth in this Section 2.3, the Swing Line Lender shall make Swing Line Loans to the Borrower at any time or
from time to time after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility;
provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed
the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request
by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the
proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan.
Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and
reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect
and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts
that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds
of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing
Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders
to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b).


 


(b)              
Cash Management Arrangements. The Borrower and the Swing Line Lender may enter into a cash management agreement (including
the CoBank Cash Management Agreement) providing for the automatic advance by the Swing Line Lender of Swing Line Loans under the
conditions set forth in such agreement, which conditions shall be in addition to the conditions set forth herein and which shall
be in form and substance reasonably acceptable to the Administrative Agent.


 


(c)               
Swing Line Loan Requests. Except as otherwise provided herein, the Borrower may from time to time after the Closing
Date and prior to the Maturity Date with respect to the Revolving Credit Facility request that the Swing Line Lender make Swing
Line Loans by delivering to the Swing Line Lender (with a copy to the Administrative Agent) not later than 12:00 Noon (or such
later time as the applicable cash management agreement, if any, may permit or otherwise as the Swing Line Lender in its sole discretion
may agree) on the proposed Borrowing Date of a duly completed and executed Loan Request, by telephonic request promptly followed
by a duly completed and executed Loan Request, or by such other method of request as may be provided for in any applicable cash
management agreement. Each such request shall be irrevocable and shall specify the proposed Borrowing Date and the principal amount
of such Swing Line Loan. Minimum borrowing amounts shall not apply to Swing Line Loans, except as provided for in any applicable
cash management agreement. Promptly after receipt of any such request for a Swing Line Loan, the Swing Line Lender will confirm
with the Administrative Agent that the Administrative Agent received a copy of the same and, if not, provide the Administrative
Agent with information regarding the requested Swing Line Loan.


 



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(d)              
Making Swing Line Loans. So long as the Swing Line Lender has not received timely telephonic or written notice from
the Administrative Agent that one or more conditions precedent to the making of a Credit Extension under Section 4.2 have
not been satisfied, the Swing Line Lender, after receipt by it of a Loan Request in accordance with Section 2.3(c),
shall fund such Swing Line Loan to the Borrower in Dollars and immediately available funds at the Principal Office prior to 2:00
p.m. or as otherwise agreed in any applicable cash management agreement on the Borrowing Date; provided, that at any time
that the CoBank Cash Management Agreement is in effect, the Swing Line Lender may waive, in its sole discretion, any one or more
of the conditions precedent in Section 4.2 with respect to the making of any Swing Line Loan.


 


(e)               
Borrowings to Repay Swing Line Loans. The Swing Line Lender may, at its option, exercisable at any time for any reason
whatsoever, request that the Administrative Agent demand repayment of the Swing Line Loans. Upon such request, the Administrative
Agent shall demand repayment of the Swing Line Loans, and each Revolving Lender shall make a Revolving Loan in an amount equal
to such Lender’s Pro Rata Share of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the
Swing Line Lender has so requested, accrued interest thereon, provided, that no Revolving Lender shall be obligated in any
event to make Revolving Loans in excess of its Available Revolving Commitment. Revolving Loans made pursuant to the preceding sentence
shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.2(b)
without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations
to fund Swing Line Loans pursuant to this Section 2.3(e) and/or to acquire participations pursuant to Section 2.3(f)
in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including
the occurrence and continuance of a Default or an Event of Default or any failure by the Borrower to satisfy any of the conditions
set forth in Section 4.2. The Administrative Agent shall provide notice to the Revolving Lenders that such Revolving Loans
are to be made under this Section 2.3 and of the apportionment among the Revolving Lenders, and the Revolving Lenders
shall be unconditionally obligated to fund such Revolving Loans (whether or not the conditions specified in Section 2.2(b)
are then satisfied) by the time requested by the Swing Line Lender and designated in such notice from the Administrative Agent,
which shall not be earlier than 2:00 p.m. on the Business Day next after the date the Revolving Lenders receive such notice from
the Administrative Agent.


 


(f)               
Risk Participations in Swing Line Loans. Immediately upon the making of each Swing Line Loan, each Revolving Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, without recourse
or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such Revolving Lender’s
Pro Rata Share of the principal amount of such Swing Line Loan, and such interest and participation may be recovered from such
Revolving Lender together with interest thereon at the Alternate Base Rate for each day during the period commencing on the date
of demand and ending on the date such amount is received (subject to the limitation in Section 2.3(e) that no Revolving
Lender shall be obligated in any event to make Revolving Loans in excess of its Available Revolving Commitment).


 



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(g)               
Repayment of Swing Line Loans. On the Maturity Date with respect to the Revolving Credit Facility, if not sooner
demanded, the Borrower shall repay in full the outstanding principal amount of the Swing Line Loans, together will all accrued
and unpaid interest and any applicable fees.


 


2.4             
Interest Rate Provisions. The Borrower shall pay interest in respect of the outstanding unpaid principal amount
of the Base Rate Loans and LIBOR Rate Loans, it being understood that, subject to the provisions of this Agreement, the Borrower
may select different Interest Rate Options and different Interest Periods to apply to different Borrowings at any time outstanding
and may convert to or renew one or more Interest Rate Options with respect to all or any portion of any Borrowing (subject to minimum
amounts set forth in Section 2.2(b) with respect to Revolving Loans or the applicable Incremental Term Loan Funding Agreement,
or with respect to Term Loans subject to being in integral multiples of $1,000,000); provided that there shall not be at
any one time outstanding more than ten Borrowings of LIBOR Rate Loans, and provided, further, that if a Default or
an Event of Default has occurred and is continuing, the Borrower may not request, convert to, or renew any LIBOR Rate Loans. If
at any time the designated rate applicable to any Loan made by any Lender exceeds the Maximum Rate, the rate of interest on such
Lender’s Loan shall be limited to such Lender’s Maximum Rate.


 


(a)               
Interest Rate Options. Swing Line Loans and all other Obligations not constituting Term Loans, Incremental Term Loans,
Revolving Loans or Letter of Credit Fees shall bear interest calculated using the Base Rate Option. Subject to the limitations
set forth in Section 3.4, the Borrower shall have the right to select from the following Interest Rate Options applicable
to the Term Loans, Incremental Term Loans and Revolving Loans:


 


(i)                
Base Rate Option: An option to pay interest at a fluctuating rate per annum equal to the Alternate Base Rate in effect
as of any date of determination plus the Applicable Margin as of such date; or


 


(ii)              
LIBOR Rate Option: An option to pay interest at a fluctuating rate per annum equal to the Adjusted LIBOR Rate with
respect to the applicable Interest Period and as in effect as of any date of determination plus the Applicable Margin as
of such date.


 


(b)              
Day Count Basis. Interest and fees shall be calculated on the basis of a 360-day year for the actual number of days
elapsed (which results in more interest or fees, as the case may be, being paid than if calculated on the basis of a 365-day year);
provided that interest with respect to Base Rate Loans incurring interest based on the Prime Rate shall be calculated on
the basis of a 365/366-day year. The date of funding or conversion of a LIBOR Rate Loan to a Base Rate Loan and the first day of
an Interest Period shall be included in the calculation of interest. The date of payment of any Loan and the last day of an Interest
Period shall be excluded from the calculation of interest; provided, if a Loan is repaid on the same day that it is made,
one day’s interest shall be charged.


 


2.5             
Interest Periods. In order to convert a Base Rate Loan (other than a Swing Line Loan) or LIBOR Rate Loan or
continue a LIBOR Rate Loan, the Borrower shall deliver to the Administrative Agent a duly completed, written request therefor substantially
in the form of Exhibit I (each, a “Conversion or Continuation Notice”) not later than 11:00 a.m.
(i) with respect to a conversion to or continuation of a LIBOR Rate Loan, at least three Business Days prior to the proposed effective
date of such conversion or continuation and (ii) with respect to a conversion to a Base Rate Loan, at least one Business Day prior
to the proposed effective date of such conversion. The Conversion or Continuation Notice shall specify (i) which Borrowings (including
the principal amount thereof) are subject to such request, and, in the case of any LIBOR Rate Loan to be converted or continued,
the last day of the current Interest Period therefor, (ii) the proposed effective date of such conversion or continuation (which
shall be a Business Day), (iii) whether the Borrower is requesting a continuation of LIBOR Rate Loans or a conversion of Borrowings
from one interest rate option to the other interest rate option and (iv) if a continuation of or conversion to LIBOR Rate Loans
is requested, the requested Interest Period with respect thereto. In addition, the following provisions shall apply to any continuation
of or conversion of any Borrowings:


 



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(a)               
Amount of Loans. After giving effect to such conversion or continuation, each Borrowing of Term Loans shall be in
integral multiples of $1,000,000, each Borrowing of Revolving Loans shall be in an amount no less than the applicable minimum amount
for Revolving Loans as set forth in Section 2.2(b), and each Borrowing of Incremental Term Loans shall be in an amount specified
in the applicable Incremental Term Loan Funding Agreement.


 


(b)              
Commencement of Interest Period. In the case of any borrowing of, conversion to or continuation of any LIBOR Rate
Loan, the Interest Period shall commence on the date of advance or continuation of, or conversion to, any LIBOR Rate Loan and,
in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the
immediately preceding Interest Period expires. Upon a conversion from a LIBOR Rate Loan to a Base Rate Loan, interest at the Base
Rate Option shall commence on the last day of the existing Interest Period.


 


(c)               
Selection of Interest Rate Options. If the Borrower elects to continue a LIBOR Rate Loan but fails to select a new
Interest Period to apply thereto, then a one month Interest Period automatically shall apply. If the Borrower fails to duly request
the continuation of any Borrowing consisting of LIBOR Rate Loans on or before the date specified and otherwise in accordance with
the provisions of this Section 2.5, then such LIBOR Rate Loan automatically shall be converted to a Base Rate Loan, interest
at the Base Rate Option shall commence on the last day of the existing Interest Period.


 


2.6             
Making of Loans.


 


(a)               
Notifications and Payments. The Administrative Agent shall, promptly after receipt by it of a Loan Request pursuant
to Sections 2.1(g) or 2.2(b) notify the applicable Lenders of such Class of Loan of its receipt of such Loan Request
specifying the information provided by the Borrower and the apportionment among the Lenders of the requested Loan as determined
by the Administrative Agent in accordance with Section 2.1 or Section 2.2, as applicable. Each applicable Lender
shall remit the principal amount of their Pro Rata Share of the Loan to the Administrative Agent such that the Administrative Agent
is able to, and the Administrative Agent shall, to the extent the Lenders have made funds available to it for such purpose and
subject to the terms and conditions of Section 2.1 or Section 2.2, as applicable, fund such Loan to the Borrower
in Dollars and immediately available funds to the Borrower’s account specified in the Loan Request prior to 2:00 p.m. on
any proposed Borrowing Date.


 


(b)              
Pro Rata Treatment of Lenders. The Borrowing of any Class of Loan shall be allocated to each Lender of such Class
of Loan according to its Pro Rata Share thereof, and each selection of, conversion to or renewal of any Interest Rate Option and
each payment or prepayment by the Borrower with respect to principal and interest due from the Borrower hereunder to the Lenders
with respect to the applicable Class of Commitments and Loan, shall (except as otherwise may be provided with respect to a Defaulting
Lender and except as provided in Section 3.1 or Section 3.6) be payable ratably among the Lenders of such Class
of Loan entitled to such payment in accordance with the amount of principal and interest then due or payable to such Lenders as
set forth in this Agreement.


 



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(c)               
Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender
prior to the proposed Borrowing Date that such Lender will not make available to the Administrative Agent such Lender’s share
of any Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with
Section 2.1 or Section 2.2, as the case may be, 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 such Loan available to the Administrative
Agent, then the applicable Lender and the Borrower severally agree 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 (i) in the case of a payment to be made by such Lender,
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 and (ii) in the case of a payment to be made by the Borrower, the interest rate then applicable
to Base Rate Loans. If such Lender pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall
constitute such Lender’s Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have
against a Lender that shall have failed to make such payment to the Administrative Agent. If the Borrower and such Lender pay such
interest for the same period, the Administrative Agent promptly shall remit to the Borrower the amount of interest paid by Borrower
for such overlapping period. Nothing in this Section 2.6(c) or elsewhere in this Agreement or the other Loan Documents,
including the provisions of Section 2.14, shall be deemed to relieve any Lender from its obligation to fulfill its commitments
hereunder, to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any
default by such Lender hereunder or require the Administrative Agent (or any other Lender) to advance funds on behalf of any Lender.


 


2.7             
Fees.


 


(a)               
Revolving Unused Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of each
Revolving Lender according to its Pro Rata Share, a nonrefundable unused commitment fee (each a “Revolving Unused Commitment
Fee”) equal to from and including the Closing Date to but excluding the Maturity Date, the Applicable Revolving Unused
Commitment Fee Rate multiplied by the average daily result of (1) the Revolving Commitments minus (2) Revolving
Loans minus (3) the Letter of Credit Obligations; provided however, with respect to the Revolving Unused Commitment
Fee during such period for the account of the Swing Line Lender, such fee shall be equal to the Applicable Revolving Unused Commitment
Fee Rate multiplied by the average daily result of (x) the Revolving Commitments minus (y) Revolving Credit Facility
Usage. Subject to the Section 2.15, all Revolving Unused Commitment Fees shall be payable in arrears on each Interest Payment
Date.


 


(b)              
Other Fees. The Borrower agrees to pay to the Administrative Agent and the Lenders such other fees as agreed in the
Fee Letter with respect to the Administrative Agent and the Lenders.


 


2.8             
Notes. The obligation of the Borrower to repay the aggregate unpaid principal amount of the Revolving Loans,
Swing Line Loans, the Term Loan A-1, the Term Loan A-2, and Incremental Term Loans made to it by each Lender, together with interest
thereon, shall, at the request of the applicable Lender, be evidenced by a Revolving Note, a Swing Line Note, a Term Loan A-1 Note,
a Term Loan A-2 Note and/or an Incremental Term Loan Note, as the case may be, dated as of the Closing Date, the effective date
of the applicable Incremental Term Loan Funding Agreement, or the date of such request, as applicable, payable to the order of
such Lender in a face amount equal to the Revolving Commitment, Swing Line Commitment, Term Loan A-1 Commitment, Term Loan A-2
Commitment or Incremental Term Loan Commitment, as applicable, of such Lender. The Borrower hereby unconditionally promises to
pay, to the order of each of the Lenders, the Administrative Agent, each Issuing Lender and the Swing Line Lender, as applicable,
the Loans and other Obligations as provided in this Agreement and the other Loan Documents.


 



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2.9             
Letter of Credit Facility.


 


(a)               
Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement and the other Loan Documents,
including Section 4.2, and in reliance upon the representations and warranties set forth in this Agreement and the other
Loan Documents and in reliance on the agreements of the Revolving Lenders set forth in this Section 2.9, each Issuing Lender
severally agrees to issue standby and commercial letters of credit (the “Letters of Credit”) for the account
of the Borrower and, if applicable, any other Loan Party, on any Business Day from the Closing Date through but not including the
Letter of Credit Expiration Date. The Borrower may at any time prior to the Letter of Credit Expiration Date request the issuance
of a Letter of Credit, or an amendment or extension of a Letter of Credit, by delivering to an Issuing Lender (with a copy to the
Administrative Agent) a completed application and agreement for letters of credit, or request for such amendment or extension,
as applicable, in such form as such Issuing Lender may specify from time to time (each a “Letter of Credit Request”)
by no later than 11:00 a.m. at least five Business Days, or such shorter period as may be agreed to by an Issuing Lender, in advance
of the proposed date of issuance, amendment or extension. Promptly after receipt of any Letter of Credit Request, such Issuing
Lender shall confirm with the Administrative Agent (in writing) that the Administrative Agent has received a copy of such Letter
of Credit Request and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless such Issuing
Lender has received notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the
requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in
Article IV is not satisfied, then such Issuing Lender will issue a Letter of Credit or agree to such amendment or extension,
provided that each Letter of Credit shall (A) have a maximum maturity of 12 months from the date of issuance, provided,
that a Letter of Credit may contain renewal terms reasonably satisfactory to the Issuing Lender and (B) in no event expire
later than the Letter of Credit Expiration Date. At no time shall (i) the Letter of Credit Obligations exceed the Letter of
Credit Sublimit or (ii) the Revolving Credit Facility Usage exceed the Revolving Commitments. Each request by the Borrower
for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that it shall
be in compliance with the preceding sentence and with Article IV after giving effect to the requested issuance, amendment
or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit
to the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent a true
and complete copy of such Letter of Credit or amendment. The Borrower unconditionally guarantees all obligations of any other Loan
Party with respect to Letters of Credit issued by the Issuing Lender for the account of such Loan Party.


 


(b)              
Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the ratable account of the Revolving
Lenders a fee (the “Letter of Credit Fee”) equal to the Applicable Letter of Credit Fee Rate, which fee shall
be computed on the daily average undrawn portion of the Letter of Credit Obligations and shall be payable quarterly in arrears
on each Interest Payment Date and on the Maturity Date. The Borrower shall also pay to each Issuing Lender for such Issuing Lender’s
sole account a fronting fee in an amount equal to 0.125% per annum of the face amount of each Letter of Credit, as well as each
Issuing Lender’s then in effect customary fees and administrative expenses payable with respect to the Letters of Credit
as such Issuing Lender may generally charge or incur from time to time in connection with the issuance, maintenance, amendment
(if any), assignment or transfer (if any), negotiation, and administration of Letters of Credit.


 



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(c)               
Disbursements, Reimbursement. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Lender a participation
in such Letter of Credit and each drawing thereunder, without recourse or warranty, in an amount equal to such Revolving Lender’s
Pro Rata Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively.


 


(i)                
In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable
Issuing Lender will promptly notify the Borrower and the Administrative Agent thereof. Provided that it shall have received such
notice, the Borrower shall reimburse (such obligation to reimburse such Issuing Lender shall sometimes be referred to as a “Reimbursement
Obligation”) such Issuing Lender prior to 12:00 Noon on each date that an amount is paid by such Issuing Lender under
any Letter of Credit (each such date, a “Drawing Date”), or if such notice was received after 11:00 a.m. on
a Drawing Date, then by 10:00 a.m. on the Business Day immediately following such Drawing Date, by paying to the Administrative
Agent for the account of such Issuing Lender an amount equal to the amount so paid by such Issuing Lender. In the event the Borrower
fails to reimburse such Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of
Credit by date and time required in accordance with the foregoing sentence, then the Administrative Agent will promptly notify
each Revolving Lender thereof, and the Borrower shall be deemed to have requested that Revolving Loans be made by the Revolving
Lenders under the Base Rate Option to be disbursed on the Business Day immediately following the Drawing Date, subject to the amount
of the unutilized portion of the Revolving Commitment and subject to the conditions set forth in Section 4.2 other
than any notice requirements. Any notice given by the Administrative Agent or an Issuing Lender pursuant to this Section 2.9(c)(i)
may be by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall
not affect the conclusiveness or binding effect of such notice.


 


(ii)              
Each Revolving Lender shall upon the Business Day immediately following a Drawing Date with respect to which notice was
delivered by the Administrative Agent in accordance with Section 2.9(c)(i) make funds available to the Administrative Agent
for the account of the applicable Issuing Lender in an amount equal to its Pro Rata Share of the amount of the drawing. So long
as the conditions set forth in Section 4.2 have been satisfied or waived in accordance with this Agreement, each Revolving
Lender that makes such funds available shall be deemed to have made a Revolving Loan at the Base Rate Option; provided,
that if any conditions set forth in Section 4.2 have not been satisfied or waived in accordance with this Agreement, each
Revolving Lender shall remain obligated to fund its Pro Rata Share of such unreimbursed amount and such amount (each a “Participation
Advance”) shall be deemed to be a payment in respect of its participation in the applicable Letter of Credit Borrowing
resulting from such drawing in accordance with Section 2.9(c)(iii). If any Revolving Lender so notified fails to make available
to the Administrative Agent for the account of such Issuing Lender the amount of such Revolving Lender’s Pro Rata Share of
such amount by no later than 12:00 Noon on such date, then interest shall accrue on such Revolving Lender’s obligation to
make such payment, from such Business Day to the date on which such Lender makes such payment (A) at a rate per annum equal to
the Federal Funds Effective Rate during the first three days following the date such amount was due and (B) at a rate per annum
equal to the rate applicable to Base Rate Loans thereafter. The Administrative Agent and the Issuing Lender will promptly give
notice (as described in Section 2.9(c)(i) above) of the occurrence of the Drawing Date, but failure of the Administrative
Agent or the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such
payment on such date shall not relieve such Lender from its obligation under this clause (ii).


 



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(iii)            
With respect to any unreimbursed drawing that is not fully reimbursed by Borrower and is not refinanced by Revolving Loans
in accordance with Section 2.9(c)(i) because of the Borrower’s failure to satisfy the conditions set forth in Section 4.2,
the Borrower shall be deemed to have incurred from the Issuing Lender a borrowing (each, a “Letter of Credit Borrowing”)
in an amount equal to the unreimbursed portion of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at the rate per annum applicable to the Revolving Loans under the Base Rate Option.


 


(d)              
Repayment of Participation Advances.


 


(i)                
Upon (and only upon) receipt by the Administrative Agent for the account of the applicable Issuing Lender of immediately
available funds from the Borrower (A) in reimbursement of any payment made by such Issuing Lender under the Letter of Credit
with respect to which any Lender has made a Participation Advance to the Administrative Agent or (B) in payment of interest
on such a payment made by such Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of such Issuing
Lender will pay to each Revolving Lender, in the same funds as those received by the Administrative Agent, the amount of such Revolving
Lender’s Pro Rata Share of such funds, except the Administrative Agent shall retain for the account of such Issuing Lender
the amount of the Pro Rata Share of such funds of any Revolving Lender that did not make a Participation Advance in respect of
such payment by such Issuing Lender.


 


(ii)              
If the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver, liquidator,
custodian or any official in any Insolvency Proceeding, any portion of any payment made by any Loan Party to the Administrative
Agent for the account of an Issuing Lender pursuant to this Section 2.9 in reimbursement of a payment made under the Letter
of Credit or interest or fee thereon, each Revolving Lender shall, on demand of the Administrative Agent, forthwith return to the
Administrative Agent for the account of such Issuing Lender the amount of its Pro Rata Share of any amounts so returned by the
Administrative Agent plus interest thereon from the date such demand is made to the date such amounts are returned by such
Revolving Lender to the Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate in effect from time
to time.


 


(e)               
Documentation. Each Loan Party agrees to be bound by the terms of the applicable Issuing Lender’s application
and agreement for letters of credit and such Issuing Lender’s written regulations and customary practices relating to letters
of credit, though such interpretation may be different from such Loan Party’s own. In the event of a conflict between such
application or agreement and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case
of its gross negligence or willful misconduct as determined by a final decision by a court of competent jurisdiction, such Issuing
Lender shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following any Loan
Party’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.


 


(f)               
Determinations to Honor Drawing Requests. In determining whether to honor any request for drawing under any Letter
of Credit by the beneficiary thereof, an Issuing Lender shall be responsible only to determine that the documents and certificates
required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements
of such Letter of Credit.


 



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(g)               
Nature of Participation and Reimbursement Obligations. Each Revolving Lender’s obligation in accordance with
this Agreement to make the Revolving Loans or Participation Advances, as contemplated by this Section 2.9, as a result of
a drawing under a Letter of Credit, and the Obligations of the Borrower to reimburse the applicable Issuing Lender upon a draw
under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with
the terms of this Section 2.9 under all circumstances, including the following circumstances:


 


(i)                
any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender may have against an Issuing Lender
or any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or that any Loan Party may have against such
Issuing Lender or any of its Affiliates, any Lender or any other Person for any reason whatsoever;


 


(ii)              
the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions
set forth in Sections 2.2 or 4.2 or as otherwise set forth in this Agreement for the making of a Revolving Loan,
it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of
the Revolving Lenders to make Participation Advances under this Section 2.9;


 


(iii)            
any lack of validity or enforceability of any Letter of Credit;


 


(iv)            
any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter of
Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right that any Loan Party
or any Lender may have at any time against a beneficiary, successor beneficiary, any transferee or assignee of any Letter of Credit
or the proceeds thereof (or any Persons for whom any such transferee may be acting), an Issuing Lender or its Affiliates or any
Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction
(including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any
Letter of Credit was procured);


 


(v)              
the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the
form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate
or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with
any Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even
if an Issuing Lender or any of its Affiliates has been notified thereof;


 


(vi)            
payment by an Issuing Lender or any of its Affiliates under any Letter of Credit against presentation of a demand, draft
or certificate or other document that does not comply with the terms of such Letter of Credit;


 


(vii)          
the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role
in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value
or other characteristic of any property or services relating to a Letter of Credit;


 


(viii)        
any failure by an Issuing Lender or any of its Affiliates to issue any Letter of Credit in the form requested by any Loan
Party, unless such Issuing Lender has received written notice from such Loan Party of such failure within three Business Days after
such Issuing Lender shall have furnished such Loan Party and the Administrative Agent a copy of such Letter of Credit and such
error is material and no drawing has been made thereon prior to receipt of such notice;


 



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(ix)            
any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any
Loan Party or Subsidiaries of a Loan Party;


 


(x)              
any breach of this Agreement or any other Loan Document by any party thereto;


 


(xi)            
the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party;


 


(xii)          
the fact that an Event of Default or a Default shall have occurred and be continuing;


 


(xiii)        
the fact that the Maturity Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated;
and


 


(xiv)        
any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.


 


(h)              
Liability for Acts and Omissions. As between any Loan Party and an Issuing Lender, or the Issuing Lender’s
Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, an Issuing Lender shall not be
responsible for any of the following, including any losses or damages to any Loan Party or other Person or property relating therefrom:
(i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection
with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects
invalid, insufficient, inaccurate, fraudulent or forged (even if the applicable Issuing Lender or its Affiliates shall have been
notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer
or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove
to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other
party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such
Letter of Credit or any other claim of any Loan Party against any beneficiary of such Letter of Credit, or any such transferee,
or any dispute between or among any Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors,
omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise,
whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission
or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any
consequences arising from causes beyond the control of the applicable Issuing Lender or its Affiliates, as applicable, including
any act or omission of any Governmental Authority, and none of the above shall affect or impair, or prevent the vesting of, any
of the applicable Issuing Lender’s or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall
relieve an Issuing Lender from liability for such Issuing Lender’s gross negligence or willful misconduct or breach in bad
faith by such Issuing Lender of its obligations under this Agreement (as determined by a court of competent jurisdiction in a final,
non-appealable judgment) in connection with actions or omissions described in such clauses (i) through (viii) of
such sentence. In no event shall an Issuing Lender or its Affiliates be liable to any Loan Party for any indirect, consequential,
incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any
damages resulting from any change in the value of any property relating to a Letter of Credit.


 



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Without limiting the
generality of the foregoing, the applicable Issuing Lender and each of its Affiliates (A) may rely on any oral or other communication
believed in good faith by such Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the applicant
for a Letter of Credit, (B) may honor any presentation if the documents presented appear on their face substantially to comply
with the terms and conditions of the relevant Letter of Credit; (C) may honor a previously dishonored presentation under a Letter
of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise,
and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any
interest paid by such Issuing Lender or its Affiliate; (D) may honor any drawing that is payable upon presentation of a statement
advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document
is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform
in any way with the relevant Letter of Credit; (E) may pay any paying or negotiating bank claiming that it rightfully honored under
the laws or practices of the place where such bank is located; and (F) may settle or adjust any claim or demand made on such Issuing
Lender or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of
guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing
in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented
in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.


 


In furtherance and extension
and not in limitation of the specific provisions set forth above, any action taken or omitted by an Issuing Lender or its Affiliates
under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken
or omitted in good faith, shall not put such Issuing Lender or its Affiliates under any resulting liability to the Borrower or
any Lender.


 


(i)                
Issuing Lender Reporting Requirements. Each Issuing Lender shall, on the first Business Day of each month, provide
to the Administrative Agent and the Borrower a schedule of the Letters of Credit issued by it, in form and substance reasonably
satisfactory to the Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original
face amount (if any), and the Maturity Date of any Letter of Credit outstanding at any time during the preceding month, and any
other information relating to such Letter of Credit that the Administrative Agent may request.


 


(j)                
UCP and ISP. Unless otherwise expressly agreed by the applicable Issuing Lender, the Borrower and the beneficiary
of a Letter of Credit, (i) the rules of the International Standby Practices as most recently published from time to time by the
International Chamber of Commerce (the “ISP”) shall apply to each standby Letter of Credit and (ii) the rules
of the Uniform Customs and Practice for Documentary Credits as most recently published from time to time by the International Chamber
of Commerce (the “UCP”) shall apply to each commercial Letter of Credit.


 


(k)              
Illegality. If, at any time, it becomes unlawful for an Issuing Lender to comply with any of its obligations under
any Letter of Credit (including, but not limited to, as a result of any Sanctions), the obligations of such Issuing Lender with
respect to such Letter of Credit shall be suspended (and all corresponding rights shall cease to accrue) until such time as it
may again become lawful for such Issuing Lender to comply with its obligations under such Letter of Credit, and such Issuing Lender
shall not be liable for any losses that the Borrower or its Subsidiaries may incur as a result.


 



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2.10         
Payments.


 


(a)               
Payments Generally. All payments and prepayments to be made in respect of principal, interest, Revolving Unused Commitment
Fees, Letter of Credit Fees, other fees referred to in Section 2.7 or other fees or amounts due from the Borrower hereunder
shall be payable prior to 11:00 a.m. on the date when due without presentment, demand, protest or notice of any kind, all of which
are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action
therefor shall immediately accrue. Such payments shall be made to the Administrative Agent at the Principal Office for the account
of the Lenders or each Issuing Lender to which they are owed, in each case in Dollars and in immediately available funds. The Administrative
Agent shall promptly distribute such amounts to each Issuing Lender, Swing Line Lender and/or applicable Lenders in immediately
available funds. The Administrative Agent’s and each Lender’s statement of account, ledger or other relevant record
shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Loans
and other amounts owing under this Agreement and shall be deemed an “account stated.”


 


(b)              
Payments by the Borrower; Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders
or an Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower
has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders
or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then
each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand
the amount so distributed to such Lender or Issuing Lender, 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.


 


2.11         
Interest Payment Dates. Interest on Base Rate Loans shall be due and payable in arrears on each Interest Payment
Date. Interest on LIBOR Rate Loans shall be due and payable on the last day of each Interest Period for those Loans and, if such
Interest Period is longer than three months, also on the date that is the three-month anniversary of the first day of such Interest
Period. Interest on mandatory prepayments of principal under Section 2.13 shall be due on the date such mandatory prepayment
is due. Interest on other monetary Obligation shall be due and payable on demand after such principal amount or other monetary
Obligation becomes due and payable (whether on the stated Maturity Date, upon an accelerated Maturity Date or otherwise).


 


2.12         
Voluntary Prepayments and Reduction of Commitments.


 


(a)               
Right to Prepay. The Borrower shall have the right at its option from time to time to prepay the Loans in whole or
part without premium or penalty (except as provided in Sections 3.1, 3.5 and 11.3). Whenever the Borrower
desires to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent (A) by 11:00 a.m. at
least three Business Days prior to the date of prepayment of LIBOR Rate Loans, (B) by 11:00 a.m. at least one Business Day prior
to the date of prepayment of Base Rate Loans or (C) no later than 2:00 p.m. on the date of prepayment of Swing Line Loans, in each
case, setting forth the following information:


 


(i)                
the date, which shall be a Business Day, on which the proposed prepayment is to be made;


 



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(ii)              
a statement indicating the application of the prepayment among Class of Loan and Borrowings; and


 


(iii)            
the total principal amount of such prepayment, which shall not be less than the lesser of the following with respect to
any Class of Loan: (A) the then outstanding principal amount of such Class of Loan or (B) $1,000,000 (provided, that
the amount of any prepayment to which this Section 2.12(a)(iii)(B) applies shall be in integral multiples of $500,000).


 


Except as otherwise
expressly provided herein with respect to refinancings, all prepayment notices shall be irrevocable. The principal amount of the
Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which
the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the
proposed prepayment is to be made. So long as no Event of Default has occurred and is continuing, prepayments permitted pursuant
to this Section 2.12 shall be applied to the Revolving Credit Facility or the Term Loans or the Incremental Term Loans as
the Borrower may direct (provided that the Term Loans and the Incremental Term Loans are prepaid pro rata). Prepayments pursuant
to this Section 2.12 of the Term Loans and Incremental Term Loans shall be applied pro rata to the unpaid installments of
principal of the Term Loans and Incremental Term Loans in the inverse order of scheduled maturities (for the avoidance of doubt,
including application to any balloon payment due and payable on the applicable Maturity Date). If the Borrower prepays a Loan but
fails to specify the applicable Class and/or Borrowing that the Borrower intends to prepay or if an Event of Default has occurred
and is continuing, then such prepayment shall be applied first, ratably to all outstanding Revolving Loans that are Base
Rate Loans, second, ratably to all outstanding Revolving Loans that are LIBOR Rate Loans, third, ratably to all outstanding
Term Loans and Incremental Term Loans that are Base Rate Loans, and fourth, ratably to all outstanding Term Loans and Incremental
Term Loans that are LIBOR Rate Loans. Any prepayment hereunder (A) shall include all interest and fees due and payable with respect
to the Loan being prepaid (unless other arrangements with respect to the payment of such interest and fees satisfactory to the
applicable Lenders in their sole discretion have been made) and (B) shall be subject to the Borrower’s Obligation to indemnify
the Lenders under Section 3.5. Notwithstanding the foregoing, any prepayment notice delivered in connection with any
proposed refinancing of all of the Facilities may be, if expressly so stated in the applicable prepayment notice, contingent upon
the consummation of such refinancing, and (x) the repayment date therefor may be amended from time to time by notice from the Borrower
to the Administrative Agent and/or (y) such prepayment notice may be revoked by the Borrower in the event such refinancing is not
consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect
thereof under Section 3.5).


 


(b)              
Reduction of Revolving Commitment.


 


(i)                
In addition to the commitment reductions pursuant to Section 2.12(b)(ii) and 2.13(f), the Revolving Commitment
shall be permanently reduced and terminated in full on the Maturity Date with respect to the Revolving Credit Facility. Any outstanding
principal balance of the Revolving Loans not sooner due and payable will become due and payable on such Maturity Date and shall
be accompanied by accrued interest on the amount repaid, any applicable fees pursuant to Section 3.5 and any other
fees required hereunder.


 


(ii)              
The Borrower shall have the right at any time after the Closing Date upon three Business Days’ prior written notice
to the Administrative Agent to permanently reduce (ratably among the Revolving Lenders in proportion to their Pro Rata Shares)
the Revolving Commitments, in a minimum amount of $5,000,000 and whole multiples of $1,000,000, or to terminate completely the
Revolving Commitments, without penalty or premium except as hereinafter set forth; provided that any such reduction or termination
shall be accompanied by prepayment of the Revolving Loans, together with outstanding Revolving Unused Commitment Fees, and the
full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 3.5 hereof)
to the extent necessary to cause the aggregate Revolving Credit Facility Usage after giving effect to such prepayments to be equal
to or less than the Revolving Commitments as so reduced or terminated. Any notice to reduce the Revolving Commitments under this
Section 2.12(b)(ii) shall be irrevocable.


 



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2.13         
Mandatory Prepayments.


 


(a)               
Revolving Overadvance. If the Revolving Credit Facility Usage at any time exceeds the Revolving Commitments (each,
a “Revolving Overadvance”), the Borrower shall prepay the Revolving Loans and Swing Line Loans (or Cash Collateralize
Letter of Credit Obligations, if prepayment in full of the Revolving Loans and Swing Line Loans is not sufficient) in such amounts
as shall be necessary so that Revolving Credit Facility Usage does not exceed the Revolving Commitments.


 


(b)              
Disposition of Assets. Promptly (but in any event, within three Business Days) upon the receipt by any Loan Party
or Subsidiary thereof of the Net Cash Proceeds from any Disposition not expressly permitted by clauses (a) through (d)
of Section 7.8 and in excess of $7,500,000 in the aggregate in any fiscal year, the Borrower shall prepay, or cause such
other Loan Party or Subsidiary to prepay, Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of such Disposition.
All such proceeds shall be paid and applied in accordance with Sections 2.13(f) and (g). Notwithstanding anything
herein to the contrary, no such mandatory prepayment shall constitute or be deemed to constitute a cure of any Default or Event
of Default arising as a result of the Disposition giving rise to such prepayment obligation.


 


(c)               
Casualty Events. Promptly (but in any event, within three Business Days) upon the receipt by any Loan Party or Subsidiary
thereof of the Net Cash Proceeds of any Casualty Event or series of related Casualty Events affecting any property of any Loan
Party or any Subsidiary of any Loan Party (other than any Excluded Subsidiary), the Borrower shall prepay, or cause such other
Loan Party or Subsidiary thereof to prepay, Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of such Casualty
Event(s), to the extent that such Net Cash Proceeds are not proceeds of business interruption insurance or such Net Cash Proceeds
received exceed $7,500,000 in the aggregate in any fiscal year. All such proceeds shall be paid and applied in accordance with
Sections 2.13(f) and (g). Notwithstanding anything herein to the contrary, no such mandatory prepayment shall
constitute or be deemed to constitute a cure of any Default or Event of Default arising as a result of such Casualty Event(s) giving
rise to such prepayment obligation.


 


(d)              
Debt Incurrence. Promptly (but in any event, within three Business Days) upon the receipt by any Loan Party or Subsidiary
thereof of the Net Cash Proceeds of any Debt Incurrence, other than a Debt Incurrence permitted under Section 7.1,
the Borrower shall prepay, or cause such other Loan Party or Subsidiary thereof to prepay, Obligations in an amount equal to 100%
of the amount of such Net Cash Proceeds. All such proceeds shall be paid and applied in accordance with Sections 2.13(f)
and (g). Notwithstanding anything herein to the contrary, any such prepayment shall not constitute or be deemed to be a
cure of any Default or Event of Default arising as a result of such Debt Incurrence.


 


(e)               
Sprint Affiliate Agreements. Immediately upon the receipt by any Loan Party or Subsidiary thereof of any cash proceeds
received under the Sprint Affiliate Agreements in connection with the purchase of operating assets by Sprint PCS or any Affiliate
or successor thereof, the Borrower shall prepay, or cause such other Loan Party or Subsidiary thereof to prepay, Obligations in
an aggregate amount equal to 100% of such cash proceeds. All such proceeds shall be paid and applied in accordance with Sections
2.13(f) and (g). Notwithstanding anything herein to the contrary, no such mandatory prepayment shall constitute or be
deemed to constitute a cure of any Default or Event of Default arising as a result of such purchase under the Sprint Affiliate
Agreement giving rise to such prepayment obligation.


 



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(f)               
Application Among Obligations. All prepayments pursuant to this Section 2.13 shall be applied, first
to prepay any Revolving Overadvance that may be outstanding, pro rata, second to prepay the Term Loans and Incremental Term
Loans, pro rata (to be applied to installments of the Term Loans and Incremental Term Loans in inverse order of scheduled maturities
(for the avoidance of doubt, including application to any balloon payment due and payable on the Maturity Date)) and third
to prepay the Revolving Loans (including Swing Line Loans) with a corresponding reduction in the Revolving Commitments and to Cash
Collateralize outstanding Letter of Credit Obligations. Notwithstanding the foregoing Sections 2.13(a) through (e),
no such prepayment shall be required at any time if the amount of such prepayment is less than $250,000 for an individual or related
group of transactions.


 


(g)               
Interest Payments; Application Among Interest Rate Options. All prepayments pursuant to this Section 2.13
shall be accompanied by accrued and unpaid interest upon the principal amount of each such prepayment (unless other arrangements
with respect to the payment of such interest and fees satisfactory to the applicable Lenders in their sole discretion have been
made). Subject to Section 2.13(f), all prepayments required pursuant to this Section 2.13 shall first be applied
to Base Rate Loans, then to LIBOR Rate Loans. In accordance with Section 3.5, the Borrower shall indemnify the Lenders
for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against LIBOR Rate Loans
on any day other than the last day of the applicable Interest Period; provided, that upon the written request of the Borrower,
the Administrative Agent may in its sole discretion (or upon the direction of the Required Lenders (such direction given in their
sole discretion) shall) authorize the Borrower to delay making any mandatory repayment until such time as the Administrative Agent
determines in its sole discretion that no liabilities for LIBOR breakage cost would result or such liabilities would be materially
reduced (it being agreed that during such period of authorized delay such amount shall be Cash Collateralized in such amounts and
on such terms and conditions as are acceptable to the Administrative Agent in its sole discretion).


 


2.14         
Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff, counterclaim or banker’s
lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source or otherwise, obtain payment
in respect of any principal of or interest on any of its Loans or other Obligations hereunder resulting in such Lender receiving
payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such Obligations greater than
its pro rata share of the amount such Lender is entitled hereunder, then the Lender receiving such greater proportion shall (a) notify
the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other
Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Loans and other Obligations owing them, provided that:


 


(a)               
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 other than interest or other
amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and


 


(b)              
the provisions of this Section 2.14 shall not be construed to apply to (x) any payment (including the application
of funds arising from the existence of a Defaulting Lender) made by the Loan Parties pursuant to and in accordance with the express
terms of the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation
in any of its Loans or Participation Advances to any assignee or participant, other than to the Borrower or any Subsidiary thereof
(as to which the provisions of this Section 2.14 shall apply).


 



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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 each Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation. This Section 2.14
shall not apply to any action taken by CoBank with respect to any CoBank Equities held by the Borrower, including pursuant to Section 9.2(c).


 


2.15         
Defaulting Lenders.


 


(a)               
Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender
becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by
applicable Law:


 


(i)                
Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent
with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 11.1.


 


(ii)              
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative
Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or
otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.2(c) shall be applied
at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts
owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any
amounts owing by such Defaulting Lender to each Issuing Lender or the Swing Line Lender hereunder; third, to Cash Collateralize
each Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth,
as the Borrower may request (so long as no Default or Event of Default exists), 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, as determined by the Administrative
Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released
pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under
this Agreement and (y) Cash Collateralize each Issuing Lender’s future Fronting Exposure with respect to such Defaulting
Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth,
to the payment of any amounts owing to the Lenders, each Issuing Lender or the Swing Line Lender as a result of any judgment of
a court of competent jurisdiction obtained by any Lender, each Issuing Lender or the Swing Line Lender against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as
no Default or Event of Default exists, 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 eighth, to such Defaulting Lender or as otherwise directed by a court
of competent jurisdiction; provided that, if (x) such payment is a payment of the principal amount of any Loans or Letter
of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such
Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were
satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Obligations owed to, all Non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Obligations owed to, such
Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Obligations and Swing
Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect
to Section 2.15(a)(iv)(B) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that
are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)
shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 



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(iii)            
Certain Fees.


 


(A)             
No Defaulting Lender shall be entitled to receive any Revolving Unused Commitment Fee for any period during which that Lender
is a Defaulting Lender (and, subject to clause (C) below, the Borrower shall not be required to pay any such fee that otherwise
would have been required to have been paid to that Defaulting Lender).


 


(B)             
Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting
Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash
Collateral pursuant to Section 2.16.


 


(C)             
With respect to any Revolving Unused Commitment Fee not required to be paid to any Defaulting Lender pursuant to clause
(A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such Revolving Unused
Commitment Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter
of Credit Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv)(B)
below, (y) pay to each Issuing Lender and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such
Defaulting Lender to the extent allocable to each Issuing Lender’s or Swing Line Lender’s Fronting Exposure to such
Defaulting Lender and (z) not be required to pay the remaining amount of any such fee.


 


(iv)            
Reallocations 


 


(A)             
[reserved].


 


(B)             
Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter
of Credit Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective
Pro Rata Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions
set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise
notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions
are satisfied at such time), and (y) such reallocation does not cause any Non-Defaulting Lender’s Pro Rata Share of the Revolving
Credit Facility Usage to exceed such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute
a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting
Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following
such reallocation.


 


(v)              
Cash Collateral; Repayment of Swing Line Loans. If the reallocation described in clause (iv)(B) above cannot,
or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under
Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and (y) second, Cash
Collateralize each Issuing Lender’s Fronting Exposure in accordance with the procedures set forth in Section 2.16.


 



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(b)              
Defaulting Lender Cure. If the Borrower, the Administrative Agent and the Swing Line Lender and each Issuing Lender
agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon
as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements
with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans
of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and
funded and unfunded participations in Letters of Credit and Swing Line Loans to be held pro rata by the Lenders in accordance with
the Commitments under the applicable Facility (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will
cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or
payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to
the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


(c)               
New Swing Line Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall
not be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect
to such Swing Line Loan and (ii) the Issuing Lenders shall not be required to issue, extend, renew or increase any Letter of Credit
unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.


 


2.16         
Cash Collateral. At any time that there shall exist a Defaulting Lender, within one Business Day following
the written request of the Administrative Agent or an Issuing Lender (with a copy to the Administrative Agent) the Borrower shall
Cash Collateralize such Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving
effect to Section 2.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the
Minimum Collateral Amount.


 


(a)               
Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender,
hereby grants to the Administrative Agent, for the benefit of each Issuing Lender, and agrees to maintain, a first priority security
interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect
of Letter of Credit Obligations, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines
that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lenders
as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will,
promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount
sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).


 


(b)              
Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under
this Section 2.16 or Section 2.15 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting
Lender’s obligation to fund participations in respect of Letter of Credit Obligations (including, as to Cash Collateral provided
by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other
application of such property as may otherwise be provided for herein.


 



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(c)               
Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce an Issuing Lender’s
Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.16 following (i)
the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable
Lender), or (ii) the determination by the Administrative Agent and an Issuing Lender that there exists excess Cash Collateral;
provided that, subject to Section 2.15, the Person providing Cash Collateral and such Issuing Lender may agree that
Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided further
that to the extent that such Cash Collateral was provided by the Borrower or any other Loan Party, such Cash Collateral shall remain
subject to the Prior Security Interest granted pursuant to the Loan Documents.


 


2.17         
CoBank Capital Plan.


 


(a)               
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 Commitments or outstanding Loans hereunder on a non-patronage basis.


 


(b)              
Each party hereto acknowledges that CoBank has a statutory first lien pursuant to the Farm Credit Act of 1971 on all CoBank
Equities that the Borrower may now own or hereafter acquire, which statutory lien shall be for CoBank’s sole and exclusive
benefit. Notwithstanding anything herein or in any other Loan Document to the contrary, the CoBank Equities shall not constitute
security for the Secured Obligations due to any other Secured Party. To the extent that any of the Loan Documents create a Lien
on the CoBank Equities or on patronage accrued by CoBank for the account of the Borrower (including, in each case, proceeds thereof),
such Lien shall be for CoBank’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither
the CoBank Equities nor any accrued patronage shall be offset against the Secured Obligations except that, in the event of an Event
of Default, CoBank may elect to apply the cash portion of any patronage distribution or retirement of equity to amounts due under
this Agreement. The Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility
of the Borrower. 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 Secured Obligations or otherwise.


 


III.            
INCREASED COSTS; TAXES; ILLEGALITY; INDEMNITY


 


3.1             
Increased Costs.


 


(a)               
Increased Costs Generally. If any Change in Law shall:


 


(i)                
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 or participated in by, any Lender (except any reserve
requirement reflected in the Adjusted LIBOR Rate) or an Issuing Lender;


 



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(ii)              
subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through
(d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)            
impose on any Lender or an Issuing Lender or the London interbank market any other condition, cost or expense (other than
Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;


 


and the result of any of the
foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining
any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, an Issuing Lender or such
other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate
in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuing Lender
or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuing Lender
or other Recipient, the Borrower will pay to such Lender, Issuing Lender or other Recipient, as the case may be, such additional
amount or amounts as will compensate such Lender, Issuing Lender or other Recipient, as the case may be, for such additional costs
incurred or reduction suffered.


 


(b)              
Capital Requirements. If any Lender or Issuing Lender determines that any Change in Law affecting such Lender or
Issuing Lender or any lending office of such Lender or such Lender’s or such Issuing Lender’s holding company, if any,
regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s
or Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as
a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or
Swing Line Loans held by, such Lender, or the Letters of Credit issued by an Issuing Lender, to a level below that which such Lender
or Issuing Lender or such Lender’s or Issuing Lender’s holding company could have achieved but for such Change in Law
(taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing
Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or
Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Lender or such
Lender’s or Issuing Lender’s holding company for any such reduction suffered.


 


(c)               
Certificates for Reimbursement. A certificate of a Lender or an Issuing Lender setting forth the amount or amounts
necessary to compensate such Lender or Issuing Lender or its holding company, as the case may be, as specified in this Section 3.1
and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Lender,
as the case may be, the amount shown as due on any such certificate within ten days after receipt thereof.


 


(d)              
Delay in Requests. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to
this Section 3.1 shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such
compensation, provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this
Section 3.1 for any increased costs incurred or reductions suffered more than nine months prior to the date that such
Lender or Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s or Issuing Lender’s intention to claim compensation therefor (except that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then the nine month period referred to above shall be
extended to include the period of retroactive effect thereof).


 



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(e)               
Similar Treatment. Notwithstanding the foregoing Section 3.1(a) and Section 3.1(b), no Lender or Recipient shall
make any request for compensation pursuant thereto (or be entitled to any such additional costs) unless such Lender or Recipient
is then generally imposing such cost upon or requesting such compensation from similiar borrowers in connection with similar credit
facilities containing similar provisions.


 


3.2             
Taxes.


 


(a)               
Issuing Lender. For purposes of this Section 3.2, for the avoidance of doubt, the term “Lender”
includes Issuing Lender and the term “applicable Law” includes FATCA.


 


(b)              
Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under
any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required
by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires
the deduction or withholding of any Tax from any such payment by a 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, then the sum payable by the applicable Loan
Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and
withholdings applicable to additional sums payable under this Section 3.2) the applicable Recipient receives an amount equal
to the sum it would have received had no such deduction or withholding been made.


 


(c)               
Payment of Other Taxes by the Borrower. The Loan Parties shall timely pay to the relevant Governmental Authority
in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other
Taxes.


 


(d)              
Indemnification by the Borrower. The Loan Parties shall jointly and severally indemnify each Recipient, within ten
days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or
attributable to amounts payable under this Section 3.2) payable or paid by such Recipient or required to be withheld or
deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by
the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)               
Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten days after
demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that no Loan Party has already
indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so),
(ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.7 relating to the
maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable
or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to 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 any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source
against any amount due to the Administrative Agent under this clause (e).


 



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(f)               
Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority
pursuant to this Section 3.2, the Borrower shall deliver to the Administrative Agent the original or a certified 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.


 


(g)               
Status of Lenders.


 


(i)                
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrower 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. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other
than such documentation set forth in Section 3.2(g)(ii)(A), (g)(ii)(B) and (g)(ii)(D) below) shall not
be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to
any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(ii)              
Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:


 


(A)             
any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which
such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower
or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup
withholding Tax;


 


(B)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), whichever of the following is applicable:


 


(1)              
in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x)
with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of
such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits”
or “other income” article of such tax treaty;


 



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(2)              
executed originals of IRS Form W-8ECI;


 


(3)              
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the
Code, (x) a Tax Compliance Certificate in a form reasonably acceptable to the Borrower and the Administrative Agent certifying
that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10
percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or (C) a “controlled foreign
corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and (y) executed originals of IRS Form
W-8BEN or IRS Form W-8BEN-E, as applicable; or


 


(4)              
to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form
W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Tax Compliance Certificate in a form reasonably acceptable to the
Borrower and the Administrative Agent, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable;
provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender
are claiming the portfolio interest exemption, such Foreign Lender may provide a Tax Compliance Certificate in a form reasonably
acceptable to the Borrower and the Administrative Agent on behalf of each such direct and indirect partner;


 


(C)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals 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


 


(D)             
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 clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


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


 


(h)              
Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has
received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.2 (including by the payment
of additional amounts pursuant to this Section 3.2), it shall pay to the indemnifying party an amount equal to such refund
(but only to the extent of indemnity payments made under this Section 3.2 with respect to the Taxes giving rise to such
refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified
party, shall repay to such indemnified party the amount paid over pursuant to this clause (h) (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay
such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (h), in no event will
the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (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 clause (h) shall not be
construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that
it deems confidential) to the indemnifying party or any other Person.


 



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3.3             
Illegality. If any Lender determines that any Change in Law has made it unlawful for any Lender to make, maintain
or fund LIBOR Rate Loans, or to determine or charge interest rates based upon the LIBOR Rate Option, or if any Governmental Authority
has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation
of such Lender to make or continue LIBOR Rate Loans or to convert Base Rate Loans to LIBOR Rate Loans shall be suspended until
such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent),
prepay or, if applicable, convert all LIBOR Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if such Lender
may not lawfully continue to maintain such LIBOR Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay
accrued and unpaid interest and all other amounts payable by Borrower under this Agreement (including amounts payable under Section 3.5)
on the amount so prepaid or converted.


 


3.4             
LIBOR Rate Option Unavailable; Interest After Default.


 


(a)               
Inability to Determine Rates; LIBOR Replacement Rate.


 


(i)                
 If (A) the Administrative Agent shall have determined or been instructed by the Required Lenders that adequate means do
not exist for adequately and fairly determining the cost to the Lenders or the LIBOR Rate does not adequately cover the costs of
such Lenders of making or maintaining LIBOR Rate Loans or calculating the same or (B) the LIBOR Scheduled Unavailability Date has
occurred then, upon notice from the Administrative Agent to the Borrower and the Lenders, the obligations of all Lenders under
Sections 2.4 and 2.5 to make or continue any Loans as, or to convert any Loans into, LIBOR Rate Loans shall forthwith
be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension
no longer exist.


 


(ii)              
Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, but without limiting Section
3.4(a)(i) above, if the Administrative Agent shall have determined (which determination shall be final and conclusive and binding
upon all parties hereto), or the Required Lenders notify the Administrative Agent that the Required Lenders shall have determined
(which determination likewise shall be final and conclusive and binding upon all parties hereto), that (A) the circumstances described
in Section 3.4(a)(i)(A) have arisen and that such circumstances are unlikely to be temporary, (B) the relevant administrator
of the LIBOR Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent has made
a public statement identifying a specific date after which the LIBOR Rate shall no longer be made available, or used for determining
interest rates for loans in the applicable currency (such specific date, the “LIBOR Scheduled Unavailability Date”),
or (C) syndicated credit facilities among national and/or regional banks active in leading and participating in such facilities
currently being executed, or that include language similar to that contained in this Section 3.4(a)(ii), are being executed
or amended (as applicable) to incorporate or adopt a new interest rate to replace the LIBOR Rate for determining interest rates
for loans in the applicable currency, then, reasonably promptly after such determination by the Administrative Agent or receipt
by the Administrative Agent of such notice, as applicable, the Administrative Agent, after consultation with the Borrower, may
amend this Agreement to replace the LIBOR Rate with an alternate rate of interest, giving due consideration to any evolving or
then existing convention for similar Dollar denominated syndicated credit facilities for such alternative rates of interest (any
such proposed rate, a “LIBOR Replacement Rate”), and make such other related changes to this Agreement and the
other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, after consultation with the
Borrower, to effect the provisions of this Section 3.4(a)(ii) (provided, that any definition of the LIBOR Replacement Rate
shall specify that in no event shall such LIBOR Replacement Rate be less than zero for purposes of this Agreement) and any such
amendment shall become effective at 5:00 p.m. (Denver, Colorado time) on the fifth Business Day after the Administrative Agent
shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required
Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. The
LIBOR Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the
extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Replacement Rate shall be
applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification to application
by the Administrative Agent made as so determined shall not require the consent of, or consultation with, any of the Lenders).
For the avoidance of doubt, the parties hereto agree that unless and until a LIBOR Replacement Rate is determined and an amendment
to this Agreement is entered into to effect the provisions of this Section 3.4(a)(ii), if the circumstances under clauses
(A) and (B) of this Section 3.4(a)(ii) exist, the provisions of Section 3.4(a)(i) shall apply.


 



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(b)              
Default Rate. To the extent permitted by Law, immediately upon the occurrence and during the continuation of an Event
of Default under clause (n) of Section 9.1, or immediately after written demand by the Required Lenders to the Administrative
Agent after the occurrence and during the continuation of any other Event of Default (such demand to be made by the Required Lenders
in their sole discretion), the principal amount of all Obligations shall bear interest at the Default Rate and the rates applicable
to Letter of Credit Fees shall be increased to the Default Rate. The Borrower acknowledges that the increase in rates referred
to in this Section 3.4(b) reflects, among other things, the fact that such Loans or other amounts have become a substantially
greater risk given their default status and that the Lenders are entitled to additional compensation for such risk; and all such
interest shall be payable by the Borrower upon demand by the Administrative Agent.


 


3.5             
Indemnity. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower
shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result
of:


 


(a)               
any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last
day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 



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(b)              
any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue
or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or


 


(c)               
any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Borrower pursuant to Section 3.6;


 


including any loss of anticipated profits
and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees
payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative
fees charged by such Lender in connection with the foregoing.


 


For purposes of calculating amounts payable
by the Borrower to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each LIBOR Rate Loan made
by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a
comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.


 


3.6             
Mitigation Obligations; Replacement of Lenders.


 


(a)               
Designation of a Different Lending Office. If any Lender requests compensation under Section 3.1, or
requires any Loan Party to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 3.2, then such Lender shall (at the request of the Borrower) use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 3.1 or Section 3.2, as the case
may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.


 


(b)              
Replacement of Lenders. If any Lender requests compensation under Section 3.1, or if the Borrower is
required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 3.2 and, in each case, such Lender has declined or is unable to designate a different lending
office in accordance with Section 3.6(a) above or if any Lender is a Defaulting Lender or a Non-Consenting Lender,
then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required
by, Section 11.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1
or 3.2) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:


 


(i)                
the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.7;


 


(ii)              
such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations
in Letter of Credit drawings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the
other Loan Documents (including any amounts under Section 3.5) 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);


 



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(iii)            
in the case of any such assignment resulting from a claim for compensation under Section 3.1 or payments required
to be made pursuant to Section 3.2, such assignment will result in a reduction in such compensation or payments thereafter;


 


(iv)            
such assignment does not conflict with applicable Law; and


 


(v)              
in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have
consented to the applicable amendment, waiver or consent.


 


A Lender shall not
be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 


3.7             
Survival. Each party’s obligations under this Article III shall survive the resignation of the
Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the
repayment, satisfaction or discharge of all obligations under any Loan Document.


 


IV.             
CONDITIONS OF LENDING


 


The effectiveness of this Agreement and
the effectiveness of the Commitments of each of the Lenders and the Issuing Lenders under the Facilities on the Closing Date is
subject to the satisfaction or waiver of the following conditions:


 


4.1             
Closing Date. On the Closing Date, the Administrative Agent shall have received, on behalf of itself and the
Lenders and the Issuing Lenders, in form and substance reasonably satisfactory to the Administrative Agent and, if applicable,
its counsel, each of the following:


 


(a)               
counterparts of this Agreement and each of the other Closing Date Loan Documents, duly executed and delivered on behalf
of the parties thereto (or the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative
Agent that any such foregoing party has executed a counterpart to this Agreement);


 


(b)              
a certificate of the Borrower on behalf of itself and the other Loan Parties signed by an Authorized Officer of the Borrower,
dated as of the Closing Date, stating that (i) all representations of the Loan Parties are true and correct in all material respects
as of the Closing Date, except that such representations and warranties that are qualified in this Agreement by reference to materiality
or Material Adverse Effect shall be true and correct in all respects, as of the Closing Date (or, if such representation or warranty
makes reference to an earlier date, as of such earlier date), (ii) no Governmental Authority authorization is required with respect
to the execution, delivery or performance of this Agreement by the Borrower, (iii) no Event of Default or Default has occurred
and is continuing and (iv) the Borrower has satisfied each of the conditions required to be satisfied by it under this Section
4.1;


 


(c)               
a certificate dated as of the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties,
certifying as appropriate as to: (i) all action taken by such Loan Party in connection with this Agreement and the other Loan Documents;
(ii) the names of the Authorized Officers authorized to sign the Loan Documents on behalf of such Loan Party and their true signatures;
and (iii) copies of its Organizational Documents as in effect on the Closing Date certified by the appropriate state official where
such documents are filed in a state office (if so filed or required to be so filed) together with certificates from the appropriate
state officials as to the continued existence and good standing or existence (as applicable) of such Loan Party in each state where
such Loan Party is organized;


 



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(d)              
(i) a customary written opinion of Hunton Andrews Kurth LLP, special counsel for the Loan Parties, dated as of the Closing
Date and (ii) a written opinion of in-house legal counsel to the Loan Parties, dated as of the Closing Date, with respect to the
Material Contracts of the Loan Parties;


 


(e)               
payment by the Borrower of all fees and expenses related to the Facilities and this Agreement and the other Loan Documents
payable on or before the Closing Date as required by this Agreement, the Fee Letter or any other Loan Document and invoiced three
Business Days prior to the Closing Date;


 


(f)               
a duly completed, executed Solvency Certificate signed by a Financial Officer of the Borrower, dated as of the Closing Date;


 


(g)               
Lien and litigation search reports with respect to the Loan Parties, in scope satisfactory to the Administrative Agent and
with results showing no Liens other than Permitted Liens;


 


(h)              
a duly completed, executed Perfection and Diligence Certificate signed by an Authorized Officer of each of the Loan Parties;


 


(i)                
Know Your Customer Deliveries; Etc.


 


(i)                
At least three Business Days prior to the Closing Date, all documentation and other information requested by (or on behalf
of) the Administrative Agent and any Lender in order to comply with requirements of Sanctions, Anti-Corruption Laws or Anti-Terrorism
Laws, to the extent such request has been received by the Borrower (A) at least five Business Days prior to the Closing Date, if
such request comes from the Administrative Agent or a Syndication Agent and (B) at least ten days prior to the Closing Date, if
such request comes from any other Lender;


 


(ii)              
If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower
shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation
to the Borrower, in each case at least five Business Days prior to the Closing Date;


 


(j)                
Collateral. The Administrative Agent shall have received each of the following in form and substance satisfactory
to the Administrative Agent and, if applicable, its counsel:


 


(i)                
all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral and
all other original items required to be delivered pursuant to any of the Collateral Documents;


 


(ii)              
evidence that the Loan Parties have effectively and validly pledged and perfected the Collateral contemplated by the Collateral
Documents;


 


(iii)            
evidence that all filings and recordings (including all Mortgages, fixture filings and transmitting utility filings) that
are necessary to perfect the Prior Security Interest of the Administrative Agent, for the benefit of the Secured Parties, in the
Collateral described in the Collateral Documents have been filed or recorded or will be filed for recording in all appropriate
locations;


 



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(iv)            
a duly completed, executed account control agreement with respect to all Material Accounts signed by an Authorized Officer
of the appropriate Loan Parties and the appropriate depository institutions or other entities holding such Material Accounts; and


 


(v)              
Real Estate Deliverables with respect to the Material Owned Real Property.


 


4.2             
Each Other Credit Extension. The obligation of any Lender to make any Credit Extension after the Closing Date
is subject to the satisfaction of the following conditions (subject to the provisos to Section 2.1(g)(ii)(1), (2)
and (3) with respect to any Credit Extension consisting of the proceeds of any Tranche of Incremental Term Loans advanced
solely for the purpose of acquiring a Permitted Acquisition subject to a Limited Conditionality Purchase Agreement):


 


(a)               
the representations and warranties of the Loan Parties set forth in Article V of this Agreement shall on the date
of such Credit Extension (both before and after giving effect to such Credit Extension and the application of the proceeds thereof)
be true and correct, except such representations and warranties that are not qualified in this Agreement by reference to materiality
or a Material Adverse Effect shall then be true and correct in all material respects as of such date (except for any such representation
and warranty that by its terms is made only as of an earlier date, which representation and warranty shall have been true and correct
in all material respects as of such earlier date),


 


(b)              
no Event of Default or Default shall have occurred and be continuing or would result from such Credit Extension, and


 


(c)               
the Borrower shall have delivered a duly executed and completed Loan Request to the Administrative Agent for each Loan requested
to be made pursuant to Sections 2.1(g), 2.2(b) and 2.3(c), or Letter of Credit Request to the applicable
Issuing Lender for each Letter of Credit to be issued pursuant to Section 2.9(a), as the case may be.


 


V.                
REPRESENTATIONS AND WARRANTIES


 


The Loan Parties, jointly
and severally, represent and warrant to the Administrative Agent and each of the Lenders as follows:


 


5.1             
Organization and Qualification. As of the Closing Date, each Loan Party and each Subsidiary of each Loan Party
is a corporation, partnership or limited liability company or other entity as identified on Schedule 5.1. Each Loan Party
and each Subsidiary of each Loan Party (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction
of organization or incorporation, (b) has the lawful power to own or lease its properties and to engage in the business it presently
conducts or proposes to conduct, and (c) is duly licensed or qualified and in good standing in its jurisdiction of organization
or incorporation and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted
by it or both makes such licensing or qualification necessary except where the failure to be so duly licensed or qualified would
not reasonably be expected to result in a Material Adverse Effect.


 



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5.2             
Compliance With Laws.


 


(a)               
Each Loan Party and each Subsidiary of each Loan Party is in compliance with all applicable Laws in all jurisdictions in
which any Loan Party or Subsidiary of any Loan Party is presently or currently foresees that it will be doing business except where
the failure to do so would not reasonably be expected to result in a Material Adverse Effect.


 


(b)              
No Credit Extension, or use of any proceeds thereof, or entry into or performance by any Loan Party of the Loan Documents
to which it is a party contravenes any Law applicable to such Loan Party or any Subsidiary of any Loan Party or any of the Lenders.


 


5.3             
Title to Properties. Each Loan Party and each Subsidiary of each Loan Party (a) (i) has good and marketable
title to all Material Owned Real Property and (ii) owns all of its Material Owned Real Property free and clear of all Liens except
Permitted Liens described in clauses (a), (c), (f), (g) and (p) of the definition thereof and such other Permitted
Liens or exceptions as are reasonably acceptable to the Administrative Agent and (b) (i) has good and sufficient title to or valid
leasehold interest in all other properties, assets and other rights that it purports to own or lease or that are reflected as owned
or leased on its books and records and (ii) owns or leases all of its other properties free and clear of all Liens except Permitted
Liens.


 


5.4             
Investment Company Act. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment
company” registered or required to be registered under the Investment Company Act of 1940 or under the “control”
of an “investment company” as such terms are defined in the Investment Company Act of 1940.


 


5.5             
Event of Default. No Event of Default or Default exists or is continuing.


 


5.6             
Subsidiaries and Owners. Schedule 5.6 sets forth, as of the Closing Date (a) the name of each
of the Borrower’s Subsidiaries and the amount, percentage and type of Equity Interests of such Subsidiary (the “Subsidiary
Equity Interests”) held by the Borrower or any Subsidiary of the Borrower, and (b) any options, warrants or other rights
outstanding to purchase any such Equity Interests referred to in clause (a). The Borrower and each Subsidiary of the Borrower
has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any
Lien other than the Lien of the Administrative Agent pursuant to the Security Agreement and all such Subsidiary Equity Interests
have been validly issued, fully paid and nonassessable (or, in the case of a partnership, limited liability company or similar
Equity Interest, not subject to any capital call or other additional capital requirement).


 


5.7             
Power and Authority; Validity and Binding Effect.


 


(a)               
Each Loan Party and each Subsidiary of each Loan Party has the full power to enter into, execute, deliver and carry out
this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents
and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized
by all necessary proceedings on its part.


 


(b)              
This Agreement and each of the other Loan Documents (i) has been duly and validly executed and delivered by each Loan Party,
and (ii) constitutes, or will constitute, legal, valid and binding obligations of each Loan Party that is or will be a party thereto,
enforceable against such Loan Party in accordance with its terms, subject only to limitations on enforceability imposed by (y)
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and
(z) general equitable principles.


 



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5.8             
No Conflict; Material Contracts; Consents.


 


(a)               
Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party nor the consummation
of the transactions herein or therein contemplated nor the compliance with the terms and provisions hereof or thereof by any of
them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the Organizational
Documents of any Loan Party or any Subsidiary of any Loan Party, (ii) any Sprint Agreement to which any Loan Party or any of its
Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it or any of its Subsidiaries is subject,
(iii) any Material Indebtedness of any Loan Party or any Subsidiary of any Loan Party, (iv) any Material Contract (not subject
to clauses (ii) and (iii) of this Section 5.8(a)) to which any Loan Party or any of its Subsidiaries is a party or
by which it or any of its Subsidiaries is bound or to which it or any of its Subsidiaries is subject, (v) any applicable Law
or any order, writ, judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is a party or by which it
or any of its Subsidiaries or any of its respective property is bound or to which it or any of its Subsidiaries is subject or (vi)
result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired)
of any Loan Party or any of its Subsidiaries (other than Liens granted under the Loan Documents). None of the Loan Parties or their
Subsidiaries or their respective property is bound by any contractual obligation (including without limitation pursuant to any
Material Contract), or subject to any restriction in any of its Organizational Documents, or any requirement of Law that would
reasonably be expected to result in a Material Adverse Effect.


 


(b)              
No consent, approval, exemption, order or authorization of, or a registration or filing with, any Governmental Authority
or any other Person is required by any Law or any agreement (including any Material Contract) in connection with (i) the execution,
delivery and carrying out of this Agreement or any other Loan Document, (ii) the grant by any Loan Party of the Liens granted
by it pursuant to the Collateral Documents other than as provided in Schedule 5.8, (iii) the perfection of the Prior Security
Interest of the Administrative Agent and the Secured Parties created under the Collateral Documents (other than the filing of UCC
financing statements (including any transmitting utility financing statements), recording of the Mortgages, and filings with the
United States Patent and Trademark Office or the United States Copyright Office), or (iv) the exercise by the Administrative
Agent or any Lender of its rights under the Loan Documents or the remedies of any Secured Party in respect of the Collateral pursuant
to the Collateral Documents (except approvals of the FCC or any applicable PUC with respect to any assignment or transfer of control
of a License or Communications System), in each case except those which have been duly obtained on or before the Closing Date,
taken, given or made and are in full force and effect. Each of the Material Contracts is in full force and effect, and no Loan
Party has received any notice of termination, revocation or other cancellation (before any scheduled date of termination) in respect
thereof.


 


5.9             
Litigation. There are no actions, suits, proceedings or investigations pending or, to the knowledge of any
Authorized Officer of any Loan Party or any Subsidiary of any Loan Party, threatened in writing against any Loan Party or any Subsidiary
of any Loan Party or any of their respective properties, including the Licenses, at law or in equity before any Governmental Authority
that individually or in the aggregate (i) would reasonably be expected to result in a Material Adverse Effect or (ii) purports
to affect the legality, validity or enforceability of any Loan Document. None of the Loan Parties or any Subsidiaries of any Loan
Party is in violation of any order, writ, injunction or any decree of any Governmental Authority that would reasonably be expected
to result in a Material Adverse Effect.


 



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5.10         
Financial Statements.


 


(a)               
Audited Financial Statements. The audited financial statements delivered on or before the Closing Date and thereafter
most recently delivered in accordance with Section 6.1(b) (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition
of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.


 


(b)              
Unaudited Financial Statements. The unaudited financial statements delivered on or before the Closing Date and thereafter
most recently delivered by the Borrower in accordance with Section 6.1(a) (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial
condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby,
subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.


 


(c)               
Accuracy of Financial Statements. Neither the Borrower nor any of its Subsidiaries has any liabilities, contingent
or otherwise, or forward or long-term commitments that are not disclosed in the financial statements referred to in clauses
(a) and (b) of this Section 5.10 or in the notes thereto, and except as disclosed therein there are no unrealized
or anticipated losses from any commitments of the Borrower or any Subsidiary of the Borrower that would reasonably be expected
to result in a Material Adverse Effect.


 


(d)              
Material Adverse Effect. Since December 31, 2017, no circumstance or event, or series of circumstances or events,
has occurred resulting in a Material Adverse Effect.


 


5.11         
Margin Stock. None of the Loan Parties nor any Subsidiaries of any Loan Party engages or intends to engage
principally, or as one of its important activities, in the business of extending credit for the purpose, immediately, incidentally
or ultimately, of purchasing or carrying margin stock (within the meaning of Regulation U, T or X as promulgated by the Board).
No part of the proceeds of any Loan has been or will be used, immediately, incidentally or ultimately, to purchase or carry any
margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or that is inconsistent with
the provisions of the regulations of the Board. None of the Loan Parties nor any Subsidiary of any Loan Party holds or intends
to hold margin stock in such amounts that more than 25% of the reasonable value of the assets of any Loan Party or Subsidiary of
any Loan Party are or will be represented by margin stock.


 


5.12         
Full Disclosure. Neither this Agreement nor any other Loan Document, nor any certificate, statement, agreement
or other documents furnished to the Administrative Agent or any Lender in connection herewith or therewith (other than projections
and budgets), contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the
statements contained herein and therein, in light of the circumstances under which they were made, not materially misleading. Any
projections or budgets provided by or on behalf of the Loan Parties or their respective Subsidiaries have been prepared by management
in good faith and based on assumptions believed by management to be reasonable at the time the projections or budgets were prepared,
it being understood that the projections or budgets as to future events are not to be viewed as fact and that actual results during
the period or periods covered by the projections or budgets may differ materially from such projected results. There is no fact
known to any Authorized Officer of any Loan Party or any Subsidiary of any Loan Party that materially and adversely affects the
business, property, assets, financial condition or results of operations of the Loan Parties and their Subsidiaries, taken as a
whole, that has not been set forth in this Agreement or in the certificates, statements, agreements or other documents furnished
in writing to the Administrative Agent and the Lenders prior to or on the Closing Date in connection with the transactions contemplated
hereby.


 



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5.13         
Taxes. All material federal, state, local and other tax returns required to have been filed with respect to
each Loan Party and each Subsidiary of each Loan Party have been filed, and payment or adequate provision has been made for the
payment of all material taxes, fees, assessments and other governmental charges that have or may become due pursuant to said returns
or to assessments received, except to the extent that such taxes, fees, assessments and other charges are being contested in good
faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall
be required by GAAP shall have been made.


 


5.14         
Intellectual Property; Other Rights. Each Loan Party and each Subsidiary of each Loan Party owns or possesses
all the Intellectual Property and all service marks, trade names, domain names, licenses, registrations, franchises, permits and
other rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be
conducted by such Loan Party or Subsidiary, without known possible, alleged or actual conflict with the rights of others except
as would not reasonably be expected to result in a Material Adverse Effect.


 


5.15         
Liens in the Collateral. Subject only to Permitted Liens, the Liens in the Collateral granted to the Administrative
Agent for the benefit of the Secured Parties pursuant to the Collateral Documents on or after the Closing Date constitute and will
continue to constitute Prior Security Interests in and to the Collateral. All filing fees and other expenses in connection with
the perfection of such Liens on or after the Closing Date have been or will be paid by the Borrower.


 


5.16         
Insurance.


 


(a)               
The properties of each Loan Party and each of its Subsidiaries are insured pursuant to policies and other bonds that are
valid and in full force and effect and that provide coverage satisfying or surpassing the requirements set forth in Section
6.5(a).


 


(b)              
Each Loan Party, to the extent required under the Flood Laws, has obtained flood insurance for such structures and contents
constituting Collateral located in a flood hazard zone pursuant to policies that are valid and in full force and effect and which
provide coverage meeting the requirements of Section 6.5(b).


 


5.17         
Employee Benefits Compliance.


 


(a)               
Each Plan is in compliance with its terms and the applicable provisions of ERISA, the Code and other federal or state Law,
except for any noncompliance that would not reasonably be expected to have, either individually or in the aggregate a Material
Adverse Effect. Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination
letter from the IRS, is adopted by means of a master or prototype plan that has received a favorable opinion letter upon which
the relevant Loan Party or ERISA Affiliate is entitled to rely or is within the remedial amendment period (under Section 401(b)
of the Code and the regulations and IRS guidance thereunder) in which to submit a request for a favorable determination letter.
As to each Plan which is intended to qualify under Section 401(a) of the Code, to the knowledge of the Authorized Officers of the
Loan Parties, nothing has occurred that would cause the loss of such qualification that cannot be remedied under the IRS employee
plans compliance resolution system or any successor program. The Loan Parties and each ERISA Affiliate have satisfied all of their
obligations and liabilities with respect to each Plan and each Multiemployer Plan in all material respects and have made all required
contributions to each Plan and each Multiemployer Plan on or before the applicable due date, including contributions to any Pension
Plan that are required by the Plan Funding Rules and any contributions to any Pension Plan or any Multiemployer Plan that are required
by a collective bargaining agreement, and no application for a funding waiver or an extension of any amortization period pursuant
to Section 412 of the Code has been made with respect to any Pension Plan or Multiemployer Plan.


 



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(b)              
There are no pending or, to the knowledge of the Authorized Officers of the Loan Parties, threatened claims, actions or
lawsuits, including by any Governmental Authority, with respect to any Plan that could reasonably be expected to result in liability
in excess of the Threshold Amount in the aggregate.


 


(c)               
No ERISA Event has occurred or is reasonably expected to occur.


 


5.18         
Environmental Matters.


 


(a)               
The facilities and properties currently or formerly owned, leased or operated by any Loan Party or any Subsidiary of any
Loan Party (the “Properties”) do not (x) contain any Hazardous Materials attributable to the ownership, lease
or operation of the Properties by any Loan Party or any Subsidiary of any Loan Party in amounts or concentrations or (y) store
or utilize any Hazardous Materials in amounts or concentrations which (i) constitute a violation by any Loan Party or any
Subsidiary of Environmental Laws, or (ii) could reasonably be expected to give rise to any Environmental Liability in excess
of the Threshold Amount;


 


(b)              
No Loan Party or Subsidiary of any Loan Party has received any written notice of violation, alleged violation, non-compliance,
liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to the activities
of any Loan Party or any Subsidiary of any Loan Party at any of the Properties or the business operated by any Loan Party or any
Subsidiary of any Loan Party (the “Business”), or any prior Business for which any Loan Party or any Subsidiary
of any Loan Party has retained liability under any Environmental Law; and


 


(c)               
Hazardous Materials have not been transported or disposed of from the Properties (i) in violation of Environmental Law by
or (ii) in a manner or to a location which could reasonably be expected to give rise to any Environmental Liability in excess of
the Threshold Amount of, for any Loan Party or any Subsidiary of any Loan Party; nor have any Hazardous Materials been generated,
treated, stored or disposed of by or on behalf of any Loan Party or any Subsidiary of any Loan Party at, on or under any of the
Properties in violation of Environmental Laws, or in a manner that could reasonably be expected to give rise to, Environmental
Liability in excess of the Threshold Amount.


 


5.19         
Communications Regulatory Matters.


 


(a)               
A Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security
Interest in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, pursuant to the Security Agreement
holds (i) each Material License or (ii) the right to utilize each Material License.


 


(b)              
The Material Licenses held or utilized by the Loan Parties and their Subsidiaries are valid and in full force and effect
without adverse conditions limiting the rights or authority of such Loan Party or Subsidiary under the Material Licenses, except
for such conditions as (i) are generally applicable to holders of such Material Licenses or (ii) do not adversely affect the ability
of the Loan Parties and their Subsidiaries to operate their Communications Systems. Each Loan Party or Subsidiary of a Loan Party
holding or utilizing a Material License has all requisite power and authority required under the Communications Act and PUC Laws
to hold or utilize such Material License and to own and operate the Communications Systems held or utilized by such Loan Party
or such Subsidiary of a Loan Party. The Material Licenses constitute in all material respects all of the Licenses necessary for
the operation of the Communications Systems of the Loan Parties and the Subsidiaries of the Loan Parties. No event has occurred
and is continuing which could reasonably be expected to (i) result in the suspension, revocation, or termination of any such
Material License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries thereunder.
No Authorized Officer of any Loan Party or any Subsidiary of any Loan Party has actual knowledge that any Material License will
not be renewed in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation,
notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, any PUC or any other applicable
Governmental Authority with respect to any Material License, and there are no proceedings pending by or before the FCC, any PUC
or any other applicable Governmental Authority which would reasonably be expected to have a material and adverse effect on the
validity of any Material License.


 



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(c)               
All of the material properties, equipment and systems owned, leased, subleased or managed by the Loan Parties or their respective
Subsidiaries are, and (to the best knowledge of the Loan Parties and their Subsidiaries) all such property, equipment and systems
to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order
and condition (reasonable wear and tear and casualty events excepted) and are and will be in compliance in all material respects
with all terms and conditions of the Material Licenses and all standards or rules imposed by any Governmental Authority or as imposed
under any agreements with telecommunications companies and customers.


 


(d)              
Each of the Loan Parties and their respective Subsidiaries has made all material filings which are required to be filed
by it, paid, or caused to be paid, all material franchise, license or other fees and charges related to the Material Licenses or
which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental
Authority in respect of its business and has made appropriate provision as is required by GAAP for any such fees and charges which
have accrued.


 


5.20         
Solvency. The Borrower is, and the Loan Parties taken as a whole are Solvent.


 


5.21         
Qualified ECP Guarantor. The Borrower is a Qualified ECP Guarantor.


 


5.22         
Transactions with Affiliates. No Affiliate of any Loan Party or any Subsidiary of any Loan Party is a party
to any agreement, contract, commitment or transaction with such Loan Party or Subsidiary or has any material interest in any material
property used by such Loan Party or Subsidiary, except as permitted by Section 7.3.


 


5.23         
Labor Matters. There are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary of any
Loan Party pending or, to the knowledge of any Authorized Officer of any Loan Party or any Subsidiary of any Loan Party, threatened
except as would not reasonably be expected to result in a Material Adverse Effect. The hours worked by and payments made to employees
of the Loan Parties and their respective Subsidiaries within the past five years 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, except as would not reasonably be expected
to result in a Material Adverse Effect. The execution, delivery and performance of the Loan Documents 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 any
Loan Party or any Subsidiary of any Loan Party is bound.


 



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5.24         
Anti-Corruption; Anti-Terrorism and Sanctions.


 


(a)               
Each of the Loan Parties and their respective Subsidiaries, Affiliates, and to the knowledge of the Loan Parties and their
Subsidiaries, their officers, directors, employees and authorized agents are in compliance, in all respects, with all applicable
(i) Anti-Corruption Laws, (ii) Anti-Terrorism Laws and (iii) Sanctions.


 


(b)              
The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Loan Parties
and their respective Subsidiaries, Affiliates, officers, directors, employees and authorized agents with all applicable (i) Anti-Corruption
Laws, (ii) Anti-Terrorism Laws and (iii) Sanctions.


 


(c)               
None of the Loan Parties or their respective Subsidiaries, Affiliates, officers, directors, employees or authorized agents
are Sanctioned Persons or have engaged in, or are now engaged in, any dealings or transactions with any Sanctioned Person.


 


(d)              
No Credit Extension, use of proceeds or other transaction contemplated by this Agreement will violate any applicable (i) Anti-Corruption
Laws, (ii) Anti-Terrorism Laws or (iii) Sanctions.


 


(e)               
The Loan Parties have provided to the Administrative Agent and the Lenders all information requested by the Administrative
Agent and the Lenders regarding the Loan Parties and their respective Subsidiaries, Affiliates, officers, directors, employees
and authorized agents that is necessary for the Administrative Agent and the Lenders to collect to comply with applicable Anti-Corruption
Laws, Anti-Terrorism Laws, Sanctions and other Laws.


 


5.25         
Borrower’s Status as a Holding Company. Borrower does not own any assets other than the Equity Interests
of its direct and indirect Subsidiaries and does not conduct, transact or engage in any business or operations other than those
incidental to its ownership of such direct and indirect Subsidiaries.


 


5.26         
Senior Debt. The Obligations constitute “Senior Indebtedness” (or any comparable term) or “Senior
Secured Financing” (or any comparable term) under, and as defined in, the documentation governing any Indebtedness that is
subordinated to the Obligations expressly by its terms.


 


VI.             
AFFIRMATIVE COVENANTS


 


The Loan Parties, jointly
and severally, covenant and agree that, commencing on the Closing Date and continuing until Payment In Full of the Secured Obligations,
the Loan Parties shall comply at all times with the following covenants:


 


6.1             
Reporting Requirements. The Loan Parties will furnish or cause to be furnished to the Administrative Agent
and each of the Lenders:


 


(a)               
Quarterly Financial Statements. As soon as available and in any event no later than 60 days after the end of each
of the first three fiscal quarters in each fiscal year of the Borrower, (i) financial statements of the Borrower and its Subsidiaries,
consisting of consolidated balance sheets as of the end of such fiscal quarter and the then elapsed portion of the applicable fiscal
year, and related consolidated statements of income, stockholders’ or members’ equity and cash flows for the fiscal
quarter then ended and the fiscal year through that date (which requirement shall be deemed satisfied by the delivery or filing
with the SEC of the Borrower’s quarterly report on Form 10-Q (or any successor form) for such quarter), and (ii) financial
statements of the Borrower and its Subsidiaries, consisting of consolidating balance sheets of the Borrower and its Subsidiaries
as of the end of such fiscal quarter and the then elapsed portion of the applicable fiscal year, and related consolidating statements
of income for such fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and certified by a
Financial Officer of the Borrower as having been prepared in accordance with GAAP (subject to normal year-end audit adjustments
and the absence of footnotes), consistently applied, and setting forth in comparative form the respective financial statements
for the corresponding date and period in the previous fiscal year.


 



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(b)              
Annual Financial Statements. As soon as available and in any event no later than 100 days after the end of each fiscal
year of the Borrower, (i) audited financial statements of the Borrower and its Subsidiaries consisting of consolidated balance
sheets as of the end of such fiscal year, and related consolidated statements of income, stockholders’ equity and cash flows
for the fiscal year then ended (which requirement shall be deemed satisfied by the delivery or the filing with the SEC of the Borrower’s
Annual Report on Form 10-K (or any successor form) for such year), and (ii) audited financial statements of the Borrower and its
Subsidiaries, consisting of consolidating balance sheets as of the end of such fiscal year, and related consolidating statements
of income for such fiscal year, all in reasonable detail and setting forth in comparative form the financial statements as of the
end of and for the preceding fiscal year, and accompanied by an opinion of KPMG LLP or another independent certified public accountants
of nationally recognized standing reasonably satisfactory to the Administrative Agent. The report of accountants shall be prepared
in accordance with Statement of Auditing Standards No. 58, as amended, entitled “Reports on Audited Financial Statements”
and shall be free of material qualifications or exception as to the scope of such audit or any “going concern” qualification
(other than any consistency qualification that may result from a change in the method used to prepare the financial statements
as to which such accountants concur, and other than for an exception relating solely to the pending maturity of the Term Loan A-1s).


 


(c)               
Compliance Certificate. Concurrently with the financial statements of the Borrower furnished to the Administrative
Agent and to the Lenders pursuant to Sections 6.1(a) and (b), a Compliance Certificate duly executed by a Financial
Officer of the Borrower.


 


(d)              
Other Reports.


 


(i)                
Annual Budget. An annual Consolidated budget and any forecasts or projections of the Borrower, to be supplied not
later than 30 calendar days after the commencement of the fiscal year to which any of the foregoing may be applicable.


 


(ii)              
Accountants’ Reports. Promptly upon their becoming available to the Borrower, any reports, including management
letters submitted, to the Borrower by independent accountants in connection with any annual, interim or special audit.


 


(iii)            
Management Report. Concurrently with the annual financial statements of the Borrower furnished to the Administrative
Agent and to the Lenders pursuant to Section 6.1(b), a customary management discussion and analysis. The information
above shall be presented in reasonable detail and shall be certified by a Financial Officer of the Borrower to the effect that,
to his or her knowledge after reasonable diligence, such information fairly presents in all material respects the results of operations
and financial condition of the Borrower and its Subsidiaries as at the dates and for the periods indicated.


 



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(iv)            
Benefit Plan Documentation. Promptly upon request by any Lender, each Loan Party will deliver to the Lender (A) all
reports, forms and other documents required to be or otherwise prepared or filed in respect of any Pension Plan pursuant to the
Code, ERISA and other applicable Law, and (B) all actuarial reports prepared in respect of any Pension Plan. Promptly upon request
by any Lender, each Loan Party will deliver to the Lender any documentation regarding withdrawal liability under or the funding
status with respect to any Multiemployer Plan that the Loan Party has received and the Loan Party will request the Multiemployer
Plan to provide (and the Loan Party will provide to the Lender upon the Loan Party’s receipt) any documentation regarding
withdrawal liability or funding status that a Multiemployer Plan is required to provide upon request.


 


(e)               
Notices.


 


(i)                
Default. Promptly after any Authorized Officer of any Loan Party or any Subsidiary of any Loan Party has learned
of the occurrence of an Event of Default or Default, a certificate signed by an Authorized Officer of the Borrower setting forth
the details of such Event of Default or Default and the action that the Borrower proposes to take, or to cause to be taken, with
respect thereto.


 


(ii)              
Regulatory and Other Notices. Promptly after filing, receiving or becoming aware thereof, the Loan Parties will deliver
or cause to be delivered copies of any filings or written communications sent to, or notices and other communications received
by, any Loan Party or any of its respective Subsidiaries from any Governmental Authority, including the FCC and any PUC, relating
to any material noncompliance by any Loan Party or any of its Subsidiaries with any applicable Law, including the Communications
Act and any applicable PUC Law, or with respect to any matter or proceeding, in each case, the effect of which would reasonably
be expected to result in a Material Adverse Effect.


 


(iii)            
Litigation. Promptly after the commencement thereof, notice of all actions, suits, proceedings or investigations
before or by any Governmental Authority or any other Person against any Loan Party or Subsidiary of any Loan Party that relate
to the Collateral, involve a claim or series of claims equal to or in excess of the Threshold Amount or that would reasonably be
expected to result in a Material Adverse Effect.


 


(iv)            
Organizational Documents. Within the time limits set forth in Section 7.14, any material amendment to
the Organizational Documents of any Loan Party or any Subsidiary of any Loan Party.


 


(v)              
Material Contracts. Promptly after any Authorized Officer of any Loan Party or any Subsidiary of any Loan Party becoming
aware thereof, any material amendment, supplement, waiver or other modification to any of the Material Contracts unless such modification
is not prohibited by Section 7.16, or any notice of default or of termination, cancellation or revocation (in each case,
prior to any scheduled date of termination) delivered under any Material Contract if such default, termination, cancellation or
revocation would reasonably be expected to result in a Material Adverse Effect, Default or Event of Default.


 


(vi)            
Erroneous Financial Information. Promptly in the event that the Borrower or its accountants conclude or advise that
any previously issued financial statement, audit report or interim review should no longer be relied upon or that disclosure should
be made or action should be taken to prevent future reliance.


 



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(vii)          
ERISA Event. Promptly upon the occurrence of any ERISA Event or any event reasonably expected to result in an ERISA
Event.


 


(viii)        
Material Adverse Effect. Promptly after becoming aware thereof, the Borrower will give notice of any change in events
or changes in facts or circumstances affecting any Loan Party or any of their respective Subsidiaries which individually or in
the aggregate have resulted in or would reasonably be expected to result in a Material Adverse Effect.


 


(ix)            
Environmental Notices. Promptly after becoming aware of any material violation by any Loan Party or any of its respective
Subsidiaries of Environmental Laws or promptly upon receipt of any notice that a Governmental Authority has asserted that any Loan
Party or any of its respective Subsidiaries is not in compliance with Environmental Laws or that its compliance is being investigated,
and, in either case, the same would reasonably be expected to result in a Material Adverse Effect, the Borrower will give notice
thereof and provide such other information as may be reasonably available to any Loan Party or any of its respective Subsidiaries
to enable the Administrative Agent and the Lenders to reasonably evaluate such matter.


 


(x)              
Acquisition of Certain Additional Collateral; Revisions and Updates to Schedules and Annexes. Concurrently with the
delivery of each Compliance Certificate,


 


(A)             
notice of the acquisition by any Loan Party of (A) any Material Owned Real Property, (B) any Equity Interest (as defined
in the Security Agreement), (C) any Material Copyright, Patent, Trademark or Domain Name (each as defined in the Security Agreement),
(D) any Commercial Tort Claim (as defined in the Security Agreement) or related grouping of Commercial Tort Claims arising from
the same general circumstances that is or are known to any Loan Party (such that an officer of any Loan Party has actual knowledge
of the existence of a tort cause of action and not merely of the existence of the facts giving rise to such cause of action) and
are known to any Loan Party to involve an amount in controversy in excess of the Threshold Amount in the aggregate, (E) any Material
Contracts, and (F) any Material Account, in each case, owned, acquired, leased or opened by any Loan Party, in each case, of which
notice has not previously been given to the Administrative Agent, and


 


(B)             
revisions or updates to the Schedules referred to in this Agreement or Annexes to the Security Agreement as may be necessary
or appropriate to update or correct any of the information or disclosures provided therein that has become outdated or incorrect
in any material respect; provided that, no such revised or updated Schedules or Annexes delivered pursuant to this Section
6.1 or otherwise shall be deemed to have been amended, modified or superseded by any such revision or update, nor shall any
breach of warranty or representation resulting from the inaccuracy or incompleteness of any such Schedule or Annex be deemed to
have been cured thereby, unless and until the Administrative Agent, in its sole discretion, or the Required Lenders, in their sole
discretion, shall have accepted in writing such revisions or updates to such Schedule or Annex.


 


(f)               
Other Information. Such other reports and information as the Administrative Agent may from time to time reasonably
request.


 


In no event shall the
requirements set forth in Section 6.1(d), (e) or (f) require the Borrower or any of its Subsidiaries
to provide any such information which (i) in respect of which disclosure to the Administrative Agent or any Lender (or their respective
representatives or contractors) is prohibited by Law or (ii) is subject to attorney-client or similar privilege or constitutes
attorney work-product.


 



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6.2             
Preservation of Existence, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain
(a) its legal existence and its license or qualification and good standing in each jurisdiction in which its ownership or lease
of property or the nature of its business makes such license or qualification necessary, except as otherwise expressly permitted
in Section 7.7 or where the failure would not reasonably be expected to result in a Material Adverse Effect and (b)
all licenses, franchises, permits and other authorizations (including all Licenses other than Material Licenses) and Intellectual
Property, the loss, revocation, termination, suspension or adverse modification of which would reasonably be expected to result
in a Material Adverse Effect.


 


6.3             
Preservation of Licenses. Each Loan Party shall, and shall cause each of its Subsidiaries to, at all times
preserve and keep in full force and effect all Material Licenses.


 


6.4             
Payment of Liabilities, Including Taxes, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries
to, pay, discharge or otherwise satisfy all Indebtedness and other liabilities (including all lawful claims that, if unpaid, would
by Law become a Lien on the assets of any Loan Party) to which it is subject or that are asserted against it, promptly as and when
the same shall become due and payable, including all material taxes, assessments and governmental charges upon it or any of its
properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities,
including taxes, assessments or governmental charges, are being contested in good faith and by appropriate and lawful proceedings
diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have
been made.


 


6.5             
Maintenance of Insurance.


 


(a)               
Each Loan Party shall, and shall cause each of its Subsidiaries to, insure its properties and assets against loss or damage
by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage,
workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and
omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying
on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all
as reasonably determined by the Administrative Agent. Such insurance policies shall contain additional insured, mortgagee and lender
loss payable special endorsements in form and substance reasonably satisfactory to the Administrative Agent naming the Administrative
Agent as additional insured, mortgagee and lender loss payee, as applicable, and providing the Administrative Agent with notice
of cancellation acceptable to the Administrative Agent.


 


(b)              
Each Loan Party shall, to the extent required under the Flood Laws, obtain and maintain flood insurance for such structures
and contents constituting Collateral located in a flood hazard zone, in such amounts as similar structures and contents are insured
by prudent companies in similar circumstances carrying on similar businesses and otherwise reasonably satisfactory to the Administrative
Agent (but, in any event, providing all flood insurance required by applicable Law).


 


(c)               
Not less than 15 days (or such later date as the Administrative Agent shall agree to in its reasonable discretion) prior
to the expiration date of the insurance policies required to be maintained by any Loan Party or its Subsidiaries pursuant to the
terms hereof, the Borrower will deliver to the Administrative Agent one or more certificates of insurance and endorsements evidencing
renewal of the insurance coverage required hereunder plus such other evidence of payment of premiums therefor as Administrative
Agent may reasonably request.


 



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(d)              
If any Loan Party fails to, or fails to cause any of its Subsidiaries to, obtain and maintain any of the policies of insurance
required to be maintained pursuant to the provisions of this Section 6.5 or to pay any premium in whole or in part, the
Administrative Agent may, without waiving or releasing any obligation or Default or Event of Default, at the Loan Parties’
expense, but without any obligation to do so, procure such policies or pay such premiums. All sums so disbursed by the Administrative
Agent, including any reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and reasonable and documented
fees, charges and disbursements of counsel for the Administrative Agent, shall be payable by the Loan Parties to the Administrative
Agent on demand and shall be additional Obligations hereunder and under the other Loan Documents, secured by the Collateral.


 


6.6             
Maintenance of Properties. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in
good repair, working order and condition (ordinary wear and tear and casualty excepted) in accordance with the general practice
of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to
time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof, except where the
failure would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


6.7             
Visitation Rights. Each Loan Party will permit, and will cause each of its Subsidiaries to permit, at the
expense of the Loan Parties, any authorized representatives of the Administrative Agent (together with any authorized representatives
of any Lender that desires to have its authorized representatives accompany the Administrative Agent’s authorized representatives
and (during the existence of an Event of Default) any authorized representative of any Lender (whether or not accompanied by representatives
of the Administrative Agent)):


 


(a)               
to visit and inspect any of the properties of the Loan Parties and their respective Subsidiaries, including their financial
and accounting records, and to make copies and take extracts therefrom; provided that, absent the existence of an Event
of Default, the Administrative Agent shall not (and any Lender that elected to have its authorized representatives accompany the
Administrative Agent’s authorized representatives on such visit and inspection shall not) request reimbursement from the
Borrower for more than one visit and inspection in any calendar year; and


 


(b)              
to discuss their affairs, finances and business with their officers, employees and certified public accountants; provided
that, absent the existence of an Event of Default, the Loan Parties will receive reasonable prior notice of the time and place
of such discussions with their certified public accounts and may elect to attend and participate in such discussions (for the avoidance
of doubt, the failure of the Loan Parties to attend or participate any such discussions at the time and place provided in such
notice shall not prevent the authorized representatives of the Administrative Agent (together with any authorized representatives
of any Lender that desires to have its authorized representatives accompany the Administrative Agent’s authorized representatives)
from proceeding with such discussion;


 


in each case upon reasonable prior notice
at such reasonable times during normal business hours and as often as may be reasonably requested; provided, that,
that during the continuance of an Event of Default, the authorized representatives of the Administrative Agent and any Lender may
conduct such visits and inspections and engage in such discussions without notice and as frequently and at such times as they may
specify.


 



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6.8             
Keeping of Records and Books of Account. The Loan Parties shall, and shall cause each Subsidiary of the Borrower
to, maintain and keep adequate books of record and account that enable the Borrower and its Subsidiaries to issue financial statements
in accordance with GAAP and as otherwise required by applicable Laws of any Governmental Authority having jurisdiction over the
Borrower or any Subsidiary of the Borrower, and in which full, true and correct entries shall be made in all material respects
of all its dealings and business and financial affairs.


 


6.9             
Compliance with Laws.


 


(a)               
Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all applicable Laws, except where failure
to comply with any applicable Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive
relief that, in the aggregate, would reasonably be expected to result in a Material Adverse Effect.


 


(b)              
Each of the Loan Parties shall, and shall cause each of its Subsidiaries, Affiliates, officers, directors, employees and
authorized agents to, comply with all applicable Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions. The Borrower shall implement
and maintain in effect policies and procedures designed to ensure compliance by the Loan Parties and their respective Subsidiaries,
Affiliates, officers, directors, employees and authorized agents with all applicable Anti-Corruption Laws, Anti-Terrorism Laws
and Sanctions.


 


(c)               
Except where the failure would not reasonably be expected to result in a Material
Adverse Effect, each of the Loan Parties shall, and shall cause each of its Subsidiaries to, (i) conduct its operations
and keep and maintain its real property in compliance with all Environmental Laws and environmental permits; (ii) obtain and
renew all environmental permits necessary for its operations and properties; and (iii) implement any and all investigation, remediation,
removal and response actions that are necessary to maintain the value and marketability of the real property or to otherwise comply
with Environmental Laws pertaining to any of its real property (provided, however, that neither a Loan Party nor
any of its Subsidiaries shall be required to undertake any such investigation, remediation, removal, response or other action to
the extent that its obligation to do so is being contested in good faith and by proper proceedings and adequate reserves have been
set aside and are being maintained by the Loan Parties with respect to such circumstances in accordance with GAAP).


 


(d)              
Borrower will (i) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification
of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of
beneficial owners identified therein and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, provide
the Administrative Agent or such Lender, as the case may be, any information or documentation requested by it for purposes of complying
with the Beneficial Ownership Regulation.


 


6.10         
Further Assurances.


 


(a)               
Generally. Each Loan Party shall, from time to time, at its expense, preserve and protect the Administrative Agent’s
Lien on and Prior Security Interest in the Collateral whether now owned or hereafter acquired as a continuing Prior Security Interest
therein, and shall do or make, or cause each of its Subsidiaries to do or make, such other acts, deliveries and things as the Administrative
Agent may deem reasonably necessary or advisable from time to time in order to consummate the transactions contemplated hereby,
preserve, perfect and protect the Liens granted or purported to be granted under the Loan Documents and to exercise and enforce
its rights and remedies thereunder with respect to the Collateral.


 



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(b)              
Additional Subsidiaries. In furtherance, and not in limitation, of Section 6.10(a), but subject to the limitations
of such Section, promptly upon (and in any event (x), for any such creation or acquisition constituting an Investment in excess
of the Threshold Amount, within 15 days after (or such later date as the Administrative Agent shall agree to in its sole discretion)
and (y), for any such creation or acquisition constituting an Investment not in excess of the Threshold Amount, within 45 days
after (or such later date as the Administrative Agent shall agree to in its sole discretion))


 


(i)                
the creation or acquisition of any direct or indirect Subsidiary by any Loan Party (other than an Excluded Subsidiary),
each such new Subsidiary and the Loan Parties will execute and deliver to the Administrative Agent a duly executed Guarantor Joinder
in accordance with Section 12.12, pursuant to which (A) such new Subsidiary shall become a party hereto as a Guarantor and
shall become a party to the Security Agreement as a Grantor (as defined therein), and (B) the Equity Interests (as defined in the
Security Agreement) of such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Collateral
Documents; and


 


(ii)              
the creation or acquisition of any direct or indirect Subsidiary by any Loan Party that is an Excluded Subsidiary, (A) each
such new Excluded Subsidiary will execute and deliver to the Administrative Agent a duly executed Negative Pledge Agreement and
(B) the Equity Interests (as defined in the Security Agreement) of such new Subsidiary shall be pledged by the applicable Loan
Party to the extent provided in the Collateral Documents.


 


Concurrently with the
delivery of the forgoing, the Loan Parties will deliver, or cause to be delivered, all certificates evidencing such Equity Interests
(as defined in the Security Agreement), together with undated, executed transfer powers, and such other Collateral Documents and
such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each
such new Subsidiary) regarding such new Subsidiary, in form, content and scope reasonably satisfactory to the Administrative Agent,
as the Administrative Agent may reasonably request in connection therewith and, if applicable, will take such other action as the
Administrative Agent may reasonably request to create in favor of the Administrative Agent a Prior Security Interest in the Collateral,
to the extent provided in the Collateral Documents, for the Secured Obligations. If any Loan Party delivers a Mortgage with respect
to any real property, it will also deliver any Real Estate Deliverables required by applicable Law.


 


(c)               
Real Property. In furtherance, and not in limitation, of Sections 6.10(a) and 6.10(b), but subject
to the limitations of such Sections, the Loan Parties shall, within 90 days (as such time period may be extended by the Administrative
Agent, in its sole discretion) of the acquisition by any Loan Party of any Material Owned Real Property that is not subject to
a Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, deliver Real Estate Deliverables to the
Administrative Agent in connection with such Material Owned Real Property.


 


(d)              
Material Account. In furtherance, and not in limitation, of Sections 6.10(a) and 6.10(b), but subject
to the limitations of such Sections, the Loan Parties shall, within 30 days (as such time period may be extended by the Administrative
Agent, in its sole discretion) of the acquisition by any Loan Party of any Material Account that is not subject to a control agreement
in favor of the Administrative Agent, for the benefit of the Secured Parties, use commercially reasonable efforts to deliver to
the Administrative Agent a duly completed and executed control agreement, sufficient to perfect the Administrative Agent’s
security interest under the Uniform Commercial Code and otherwise in form and substance reasonably satisfactory to the Administrative
Agent.


 



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The Administrative
Agent may elect not to request any documents, instruments, filings or opinions as contemplated by this Section 6.10 or the
Security Agreement and the other Loan Documents if it determines in its sole discretion that the costs to the Loan Parties of perfecting
a security interest or Lien in such property exceed the relative benefit of such security interest to the Secured Parties.


 


6.11         
CoBank Equity. So long as CoBank is a Lender hereunder, the Borrower will (a) maintain its status as
an entity eligible to borrow from CoBank and (b) 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 may not exceed the
maximum amount permitted by the Bylaws and the Capital Plan at the time this Agreement is entered into. The Borrower acknowledges
receipt of a copy of (i) CoBank’s most recent annual report, and if more recent, CoBank’s latest quarterly report,
(ii) CoBank’s Notice to Prospective Stockholders and (iii) CoBank’s Bylaws and Capital Plan, which describe the
nature of all of the Borrower’s stock and other equities in CoBank acquired in connection with its patronage loan from CoBank
(the “CoBank Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof.


 


6.12         
Use of Proceeds. The proceeds of (a) the Term Loans shall be used to refinance existing debt of the Loan Parties
under the Original Credit Agreement, to finance capital expenditures and for other general corporate purposes of the Borrower and
its Subsidiaries, including the payment of certain fees, costs and expenses in connection with the Facilities, not in contravention
of any Laws, (b) the Revolving Loans shall be used to provide working capital and Letters of Credit from time to time and for other
general corporate purposes of the Borrower and its Subsidiaries, including the payment of fees, costs and expenses in connection
with the Facilities, not in contravention of any Laws, including the payment of certain fees and expenses incurred in connection
with the this Agreement and the transactions contemplated hereby, and (c) any Tranche of Incremental Term Loans shall be used as
specified in the applicable Incremental Term Loan Funding Agreement. The Loan Parties will use the Letters of Credit and the proceeds
of the Loans only in accordance with Sections 5.11, 5.24 and as permitted by
applicable Law.


 


6.13         
Material Contracts. Each of the Loan Parties covenants and agrees that it shall, and shall cause each of its
Subsidiaries to, comply in all material respects with each Material Contract.


 


6.14         
Benefit Plan Compliance. Except for noncompliance that could not reasonably be expected to result in material
liability to any Loan Party or any ERISA Affiliate, (a) each Plan will be in compliance in all material respects with its terms
and applicable Law, (b) each of the Loan Parties and the ERISA Affiliates will satisfy their obligations and liabilities with respect
to each Plan and each Multiemployer Plan and (c) each of the Loan Parties and the ERISA Affiliates will make all contributions
with respect to any Plan or Multiemployer Plan on or before the due date for such contribution.


 


6.15         
Post-Closing Covenant. Within 90 days after the Closing Date, or such later date as the Administrative Agent
may agree to in its sole discretion, the Loan Parties will deliver, or cause to be delivered, to the Administrative Agent, amendments
to each of the existing Mortgages and, to the extent requested by the Administrative Agent in its sole discretion, updates to the
ALTA title insurance policies with respect to each such Mortgage, in each case in form and substance satisfactory to the Administrative
Agent in its sole discretion.


 






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VII.          
NEGATIVE COVENANTS


 


The Loan Parties, jointly
and severally, covenant and agree that, commencing on the Closing Date and continuing until Payment In Full of the Secured Obligations,
the Loan Parties shall comply at all times with the following covenants:


 


7.1             
Indebtedness. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, at any time
create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)               
Indebtedness under this Agreement and the other Loan Documents;


 


(b)              
Indebtedness of Excluded Subsidiaries of up to $500,000 in the aggregate at any time;


 


(c)               
unsecured, short-term Indebtedness of the Borrower to Shenandoah Telephone Company with respect to cash management systems
not to exceed in the aggregate at any time the greater of (x) $25,000,000 and (y) 8.5% of Consolidated EBITDA calculated on a Pro
Forma Basis as of the most recent four fiscal quarter period for which Consolidated financial statements have been delivered, provided
that not less than once per fiscal year such Indebtedness shall be paid down in full by means of a dividend in the amount of such
then outstanding Indebtedness;


 


(d)              
Indebtedness incurred with respect to Purchase Money Security Interests, Synthetic Lease Obligations and Capital Leases
for fixed or capital assets not to exceed in the aggregate at any time the greater of (i) $15,000,000 and (ii) 5.5% of Consolidated
EBITDA calculated on a Pro Forma Basis as of the most recent four fiscal quarter period for which Consolidated financial statements
have been delivered;


 


(e)               
unsecured, subordinated Indebtedness of a Loan Party to another Loan Party, pursuant to the Master Subordinated Intercompany
Note;


 


(f)               
unsecured Indebtedness representing deferred compensation to employees of the Loan Parties and their Subsidiaries incurred
in the ordinary course of business;


 


(g)               
Indebtedness (contingent or otherwise) of any Loan Party arising under (i) any Secured Hedge, (ii) any other Interest Rate
Hedge, (iii) Indebtedness under any Secured Bank Product or (iv) other cash management arrangements with depository institutions,
in each case, entered into in the ordinary course of business; provided however, that (i) no Loan Party shall enter into
or incur any Secured Hedge or other Interest Rate Hedge that constitutes a Swap Obligation if at the time it enters into or incurs
such Swap Obligation it does not constitute an “eligible contract participant” as defined in the Commodity Exchange
Act, and (ii) the Loan Parties and their Subsidiaries shall enter into a Secured Hedge or other Interest Rate Hedge only for hedging
(rather than speculative) purposes;


 


(h)              
Guarantees and other Contingent Obligations permitted by Section 7.4;


 


(i)                
Indebtedness owed to any Person providing property, casualty, liability or other insurance to the Loan Parties or their
Subsidiaries so long as the amount of such Indebtedness is not in excess of the amount of the unpaid premium of, and shall be incurred
only to defer the cost of, such insurance for any 12-month period in which such Indebtedness is incurred and such Indebtedness
is outstanding only in such 12-month period;


 



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(j)                
Indebtedness incurred by the Loan Parties in a Permitted Acquisition or Disposition permitted hereunder, in each case, constituting
indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments;


 


(k)              
Indebtedness consisting of obligations of the Loan Parties under deferred compensation or other similar arrangements incurred
by such Person in connection with Permitted Acquisitions;


 


(l)                
Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit
card programs and other cash management and similar arrangements in the ordinary course of business; and


 


(m)            
Indebtedness of a Loan Party not to exceed at any time the greater of (i) $25,000,000 and (ii) 8.5% of Consolidated EBITDA
calculated on a Pro Forma Basis as of the most recent four fiscal quarter period for which Consolidated financial statements have
been delivered.


 


7.2             
Liens. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, at any time create,
incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired,
or agree or become liable to do so, except Permitted Liens.


 


7.3             
Affiliate Transactions. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, enter
into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling
property or services to any Affiliate of any Loan Party or other Person) unless such transaction is (a) not otherwise prohibited
by this Agreement, (b) is in accordance with all applicable Law and (c) (i) is among the Loan Parties, (ii) is entered into in
the ordinary course of business upon fair and reasonable arm’s-length terms and conditions, (iii) relates to the payment
of compensation to directors, officers and employees in the ordinary course of business for services actually rendered in their
capacities as directors, officers and employees, provided such compensation is reasonable and comparable with compensation paid
by companies of like nature and similarly situated, (iv) is a Restricted Payment permitted by Section 7.6 or an advance
permitted by Section 7.5(b), or (v) is a charitable contribution to Shentel Foundation, a Virginia nonstock corporation,
so long as the aggregate amount of all such contributions does not exceed $1,500,000 in any fiscal year.


 


7.4             
Contingent Obligations. No Loan Party shall, nor shall it permit any of its Subsidiaries to, at any time,
directly or indirectly, create or become or be liable with respect to any Contingent Obligation except for those:


 


(a)               
resulting from endorsement of negotiable instruments for collection in the ordinary course of business;


 


(b)              
arising with respect to customary adjustment of purchase price or similar obligations incurred in connection with Investments
permitted pursuant to Section 7.5;


 


(c)               
arising under indemnity agreements to title insurers in connection with mortgagee title insurance policies in favor of Administrative
Agent for the benefit of itself and the other Secured Parties;


 


(d)              
arising in the ordinary course of business with respect to customary indemnification obligations incurred in the ordinary
course of business;


 



    	 	95	 



     


    




(e)               
incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds
and other similar obligations;


 


(f)               
constituting Investments permitted pursuant to Section 7.5;


 


(g)               
Guarantees by any Loan Party of Indebtedness permitted hereunder (other than Indebtedness of any Subsidiary that is not
a Loan Party and Excluded Swap Obligations); and


 


(h)              
arising under the Loan Documents and under any Secured Hedge or other Interest Rate Hedge to the extent permitted under
Section 7.1.


 


7.5             
Investments. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, at any time
make or suffer to remain outstanding any Investment, except:


 


(a)               
trade credit extended on usual and customary terms in the ordinary course of business;


 


(b)              
advances to officers, directors and employees of the Loan Parties to meet expenses incurred by such officers, directors
or employees for travel, entertainment, relocation and analogous ordinary business purposes in the ordinary course of business
not to exceed $1,000,000 at any time outstanding;


 


(c)               
Investments in the form of cash and Cash Equivalents;


 


(d)              
Investments in other Loan Parties;


 


(e)               
Investments of the Loan Parties and their respective Subsidiaries existing on the Closing Date and set forth on Schedule
7.5;


 


(f)               
notes payable to, or Equity Interests issued by, account debtors to any Loan Party in good faith settlement of delinquent
obligations and pursuant to any plan of reorganization or similar proceedings upon the bankruptcy or insolvency of any such account
debtor;


 


(g)               
the CoBank Equities and any other stock or securities of, or Investments in, CoBank or its investment services or programs;


 


(h)              
Guaranties and other Contingent Obligations permitted by Section 7.4;


 


(i)                
any Secured Hedge or other Interest Rate Hedge permitted under Section 7.1;


 


(j)                
[reserved];


 


(k)              
Investments in the Excluded Subsidiaries made after the Closing Date in an aggregate amount not to exceed at any time the
greater of (x) $10,000,000 and (x) 3.5% of Consolidated EBITDA calculated on a Pro Forma Basis as of the most recent four fiscal
quarter period for which Consolidated financial statements have been delivered; and


 


(l)                
Permitted Acquisitions.


 



    	 	96	 



     


    




7.6             
Dividends and Related Distributions. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries
to, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that:


 


(a)               
any Loan Party or Subsidiary may make, declare and pay lawful, cash dividends or distributions to, or redeem any Equity
Interest held by, any Loan Party;


 


(b)              
any Loan Party may make, declare or pay lawful cash dividends or distributions to the Excluded Subsidiaries in an aggregate
amount of up to $10,000,000 over the term of the Facilities;


 


(c)               
any Subsidiary of the Borrower that is not directly or indirectly wholly-owned by the Borrower may make, declare and pay
lawful, pro rata cash dividends, distributions and redemptions;


 


(d)              
the Borrower and its Subsidiaries may make, declare and pay lawful dividends or distributions to the extent payable in Equity
Interests that are not Disqualified Stock; and


 


(e)               
so long as no Default or Event of Default under the Loan Documents shall exist at the time of such declaration or could
reasonably be expected to result from such dividend, distribution or redemption (tested solely at the time of declaration of any
such dividend, distribution or redemption) and the Loan Parties shall be in compliance with the covenants set forth in Article
VIII after giving effect to any such dividend, distribution or redemption on a Pro forma Basis for the four fiscal quarter
period most recently then ended for which financial statements have been delivered (tested solely at the time of declaration of
any such dividend, distribution or redemption), the Borrower may make, declare and pay lawful cash dividends or distributions to
its shareholders or redeem capital stock in an aggregate amount which when added to any such dividends, distributions and redemptions
of capital stock made, declared or paid from and after January 1, 2016, is not more than the sum of $25,000,000 plus 60% of the
Borrower’s Consolidated net income (excluding non-cash extraordinary items such as write-downs or write-ups of assets, other
than current assets) from January 1, 2016 to the date of declaration of any such dividends, distributions or redemptions (collectively,
the “Permitted Additional Distributions”); provided, however, that (x) the amount of any dividend
or distribution that is not paid in cash but is reinvested in Equity Interests of the Borrower (other than Disqualified Stock)
shall be excluded from this calculation and (y) redemptions of Equity Interests of the Borrower surrendered by employees and
directors to cover withholding taxes shall be excluded from this calculation.


 


7.7             
Liquidations, Mergers, Consolidations, Acquisitions. No Loan Party shall, nor shall any Loan Party permit
any of its Subsidiaries to, (x) dissolve, liquidate or wind-up its affairs, (y) become a party to any merger or consolidation,
or (z) acquire by purchase, lease or otherwise all or substantially all of the assets or Equity Interests of any other Person or
group of related Persons; except:


 


(a)               
[reserved];


 


(b)              
any Subsidiary may combine, merge or consolidate with or into (i) any Loan Party, provided that a Loan Party (or
the Borrower, if the Borrower is a party) shall be the continuing or surviving Person, and (ii) any one or more other Subsidiaries;


 


(c)               
any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another
Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then the transferee must be a Loan Party;


 



    	 	97	 



     


    




(d)              
any Subsidiary that is not a Loan Party may dissolve, liquidate or wind-up its affairs, as long as (i) no Event of
Default would result therefrom and (ii) such Subsidiary dissolves, liquidates or winds-up into another Subsidiary or a Loan Party;


 


(e)               
any Loan Party may dissolve, liquidate or wind-up its affairs, as long as (i) no Event of Default exists or would result
therefrom and (ii) such Loan Party dissolves, liquidates or winds-up into another Loan Party; and


 


(f)               
any Loan Party and any Subsidiary may enter into any transactions permitted under Section 7.5 or Section 7.8.


 


Any reference
in this Section 7.7 or in Section 7.8 to a combination, merger, consolidation, Disposition, dissolution, liquidation
or transfer shall be deemed to apply to a Division of or by a limited liability company, or an allocation of assets to a series
of limited liability companies (or the unwinding of such a division or allocation) as if it were a combination, merger, consolidation,
Disposition, dissolution, transfer or similar term, as applicable, to of or with a separate Person. Any Division of a limited liability
company shall constitute a separate Person hereunder (and each Division of any limited liability company that is a like term shall
also constitute such a Person or entity).


 


7.8             
Dispositions of Assets or Subsidiaries. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries
to, Dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment,
discount or other Disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse
or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests or other Equity
Interests of a Subsidiary of such Loan Party), except:


 


(a)               
transactions involving the sale of inventory to customers in the ordinary course of business;


 


(b)              
(i) any termination of any lease or sublease 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;


 


(c)               
any Disposition of assets by any Loan Party to another Loan Party;


 


(d)              
any Disposition of Cash Equivalents in the ordinary course of business


 


(e)               
any Disposition of obsolete or worn-out assets in the ordinary course of business that are no longer necessary or required
in the conduct of such Loan Party’s or such Subsidiary’s business;


 


(f)               
any Disposition (i) permitted by Section 7.7 or (ii) pursuant to a Casualty Event;


 


(g)               
[reserved];


 


(h)              
any Disposition by any Loan Party to any Excluded Subsidiary, so long as such Dispositions do not exceed $10,000,000 in
the aggregate over the term of the Facilities and do not consist of any Equity Interest of any Loan Party;


 


(i)                
[reserved];


 



    	 	98	 



     


    




(j)                
Dispositions of all or substantially all of the cell tower assets in one or a series of related transactions for fair market
value;


 


(k)              
Dispositions pursuant to the Sprint Master Agreement;


 


(l)                
Dispositions made to comply with any order of any Governmental Authority or any applicable requirement of Law;


 


(m)            
other Dispositions of up to 15% of Consolidated total assets of the Borrower in the aggregate from and after the Closing
Date upon fair and reasonable arm’s-length terms and conditions; provided that, no such Disposition shall consist of any
Equity Interest of any Loan Party unless all of the Equity Interest of such Loan Party owned directly or indirectly by any other
Loan Party are subject to such Disposition;


 


(n)              
other Dispositions of up to $10,000,000 in the aggregate from and after the Closing Date; provided that, no such Disposition
shall consist of any Equity Interest of any Loan Party; and


 


(o)              
Dispositions solely in cash to Shentel Foundation, a Virginia nonstock corporation, subject to the dollar limitation set
forth in Section 7.3(c)(v).


 


7.9             
Use of Proceeds. No Loan Party shall (a) use the proceeds of any Loan or other Credit Extension hereunder,
whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within
the meaning of Regulation U, T or X as promulgated by the Board) or to extend credit to others for the purpose of purchasing or
carrying margin stock or to refund indebtedness originally incurred for such purpose or (b) request any Credit Extension or use
(or permit the use by any of its Subsidiaries or its or their respective Affiliates, directors, officers, employees or agents of)
the proceeds of any Credit Extension, whether directly or indirectly, (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,
(ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person,
in any Sanctioned Country or (iii) in any manner that would result in a violation of Anti-Corruption Laws, Anti-Terrorism Laws,
Sanctions or other applicable Law.


 


7.10         
Subsidiaries and Partnerships. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries
to, own or create directly or indirectly any Subsidiaries other than (a) any Subsidiary that is a Guarantor on the Closing Date;
(b) any Subsidiary formed or acquired after the Closing Date that joins this Agreement as a Guarantor in accordance with the terms
of this Agreement and the Security Agreement by delivering to the Administrative Agent (i) an executed Guarantor Joinder; (ii)
documents in the forms described in Section 4.1 modified as appropriate; and (iii) documents necessary to grant and
perfect Prior Security Interests to the Administrative Agent for the benefit of the Secured Parties in the Equity Interests (as
defined in the Security Agreement) of, and Collateral held by, such Subsidiary, and (c) any Excluded Subsidiary.


 


7.11         
Continuation of or Change in Business. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries
to, engage in any business other than the business of owning, constructing, managing and operating Communications Systems, or other
lines of business necessary or ancillary to the foregoing, consistent with advances in the Communications Systems industry, or
an otherwise reasonably related or complimentary extension of the foregoing.


 



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7.12         
Fiscal Year. The Borrower shall not, and shall not permit any Subsidiary of the Borrower to, change its fiscal
year from the twelve-month period beginning January 1 and ending December 31.


 


7.13         
Issuance of Equity Interests. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries
to, commence or consummate any Equity Issuance, except for (a) any such Equity Issuances by any Loan Party to and for the benefit
of a Loan Party and that are subject to the Administrative Agent’s Prior Security Interest therein and otherwise comply with
the Security Agreement, (b) any Equity Issuance by the Borrower and (c) any issuance of warrants or options for Equity Interests,
stock appreciation rights or similar equity or equity-based awards of the Borrower to directors, officers or employees of the Borrower
or any of its Subsidiaries pursuant to incentive, compensation or employee benefit plans established in the ordinary course of
business and any such Equity Interests of the Borrower issued upon the exercise of such warrants or options.


 


7.14         
Changes in Organizational Documents. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries
to, amend in any material respect its Organizational Documents without providing at least ten Business Days’ prior written
notice (or such shorter notice as to which the Administrative Agent may agree in its sole discretion) to the Administrative Agent
and, in the event such change would be adverse in any material respect to the interests of the Lenders as determined by the Administrative
Agent in its sole discretion, obtaining the prior written consent of the Required Lenders.


 


7.15         
Negative Pledges; Other Inconsistent Agreements. Each of the Loan Parties covenants and agrees that it shall
not, and shall not permit any of its Subsidiaries to, enter into any agreement containing any provision which would


 


(a)               
be breached by any Borrowing by the Borrower hereunder or by the performance by the Loan Parties or their respective Subsidiaries
of any of their obligations hereunder or under any other Loan Document,


 


(b)              
limit the ability of any Loan Party or any Subsidiary of any Loan Party (except any Excluded Subsidiary) to create, incur,
assume or suffer to exist Liens on property of such Person,


 


(c)               
create or permit to exist or become effective any encumbrance or restriction on the ability of any Loan Party or Subsidiary
of any Loan Party to (i) make Restricted Payments to any Loan Party or pay any Indebtedness owed to any Loan Party, (ii) make loans
or advances to any Loan Party, (iii) transfer any of its assets or properties to any Loan Party or (iv) Guarantee the Indebtedness
of any Loan Party (except any Excluded Subsidiary), or


 


(d)              
require the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of
such Person;


 


provided, however,
(i) that the foregoing clauses (b) through (d) shall not apply to restrictions and conditions imposed by applicable
Law or by this Agreement or any Negative Pledge Agreement, (ii) clauses (b) and (c) shall not prohibit any negative
pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.1(c) solely to the extent any
such negative pledge relates to the property financed by or the subject of such Indebtedness, and (iii) clauses (b) and
(c)(i), (ii) and (iii) shall not apply to restrictions and conditions imposed by the RUS Grant and Security Agreement with
respect to Loan Parties or Subsidiaries party thereto.


 



    	 	100	 



     


    




7.16         
Material Contracts. Each of the Loan Parties covenants and agrees that it shall not, and shall not permit
any of its Subsidiaries to (a) amend, restate, supplement, waive or otherwise modify, or terminate, cancel or revoke (prior to
any scheduled date of termination) any of the Sprint Agreements if such modification, termination, cancellation or revocation would
be adverse to the interests of the Lenders in any material respect unless the Administrative Agent has given its prior written
consent to such modification, termination, cancellation or revocation (such consent not to be unreasonably withheld, conditioned
or delayed) or (b) amend, restate, supplement, waive or otherwise modify, or terminate, cancel or revoke (prior to any scheduled
date of termination) any Material Contract if such modification, termination, cancellation or revocation would reasonably be expected
to result in a Material Adverse Effect, Default or Event of Default.


 


7.17         
Management Fees. Each of the Loan Parties covenants and agrees that it shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly, pay any management or other similar fees to any Person, except (a) legal or consulting
fees paid to Persons that are not Affiliates of any Loan Party for services actually rendered and in amounts typically paid by
entities engaged in a Loan Party’s business and (b) management fees to Subsidiaries of up to $1,000,000 in the aggregate
for all Subsidiaries who are not Loan Parties in any fiscal year.


 


7.18         
Borrower as a Holding Company. The Borrower covenants and agrees that it shall not own or acquire any assets
other than the Equity Interests of its direct and indirect Subsidiaries, and shall not conduct, transact or otherwise engage in
any business or operations other than those incidental to its ownership of the Equity Interests of its direct and indirect Subsidiaries.


 


7.19         
Anti-Corruption; Anti-Terrorism; Sanctions.


 


(a)               
None of the Loan Parties or their respective Subsidiaries, Affiliates, officers, directors,
employees or authorized agents will engage in any dealings or transactions with any Sanctioned Person or in violation of any applicable
Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.


 


(b)              
No Loan Party will fund all or any part of any payment under this Agreement or any
other Loan Document out of proceeds knowingly derived from transactions that violate Sanctions, or with any Sanctioned Person,
or with or connected to any Sanctioned Country.


 


VIII.       
FINANCIAL COVENANTS


 


8.1             
Maximum Total Leverage Ratio. The Loan Parties shall not permit the Total Leverage Ratio as of the last day
of any fiscal quarter described in the table below to be greater than the maximum Total Leverage Ratio set forth in the table below
opposite the period including such fiscal quarter:


 


	Period	Ratio	Increased leverage period ratio
	December 31, 2018 through December 31, 2019	3.50: 1.00	4.00: 1.00
	March 31, 2020 through December 31, 2021	3.25: 1.00	3.75: 1.00
	March 31, 2022 and each fiscal quarter thereafter	3.00: 1.00	3.50: 1.00


 


 



    	 	101	 



     


    




provided, that, to the extent that
an Increased Leverage Period is in effect, then, notwithstanding the foregoing, the Total Leverage Ratio shall be no more than
the ratios set forth above under the heading “Increased Leverage Period Ratio” for the periods specified above.


 


8.2             
Minimum Debt Service Coverage Ratio. The Loan Parties shall not permit the Debt Service Coverage ratio as
of the last day of any fiscal quarter to be less than 2.00 to 1.00.


 


8.3             
Minimum Liquidity Balance. The Loan Parties shall maintain at all times a Minimum Liquidity Balance greater
than $25,000,000.


 


IX.             
EVENTS OF DEFAULT


 


9.1             
Events of Default. An Event of Default means the occurrence or existence of any one or more of the following
events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law):


 


(a)               
Payments Under Loan Documents. Failure by the Borrower or any other Loan Party to pay, (i) on the date on which such
payment becomes due in accordance with the terms of this Agreement or any other applicable Loan Document, any principal of any
Loan (including scheduled installments, mandatory prepayments or the payment due at maturity), Reimbursement Obligation or Letter
of Credit Borrowing, (ii) within three Business Days after such amount is due, any interest or fees owing on any Loan, Reimbursement
Obligation or Letter of Credit Borrowing, or (iii) within three Business Days after such amount is due, any other amount owing
hereunder or under the other Loan Documents, or any other Secured Obligation;


 


(b)              
Breach of Warranty. Any representation, warranty, certification or statement of fact made or deemed made at any time
by any of the Loan Parties herein or in any other Loan Document shall have been false or misleading as of the time it was made
or furnished (i) as stated if such representation or warranty contains an express materiality qualification or (ii) in any material
respect if such representation or warranty does not contain such qualification.


 


(c)               
Breach of Certain Covenants. Any of the Loan Parties shall default in the observance or performance of any covenant
contained in Section 6.1, Section 6.2(a) and (b), Section 6.3, Section 6.5, Section 6.7,
Section 6.11, Section 6.12, Article VII, or Article VIII;


 


(d)              
Breach of Other Covenants. Any of the Loan Parties shall default in the observance or performance of any other covenant,
condition or provision hereof or of any other Loan Document, and such default shall continue unremedied for a period of 30 days
after the earlier of (i) the date any Authorized Officer of any Loan Party or Subsidiary of any Loan Party knows of such default
or (ii) the date of receipt by any Loan Party of notice from the Administrative Agent or the Required Lenders of such default;


 


(e)               
Defaults in Other Agreements or Indebtedness. A default or event of default shall occur at any time under the terms
of any other agreement with respect to Material Indebtedness of any Loan Party or Subsidiary of any Loan Party or with respect
to any Hedge Agreement of any Loan Party or Subsidiary of any Loan Party, the aggregate Hedge Termination Value of which is equal
to or in excess of $25,000,000 and such breach, default or event of default (i) arises from the failure to pay (beyond any period
of grace permitted with respect thereto, whether waived or not) any related Indebtedness or other credit extensions when due (whether
at stated maturity, by acceleration or otherwise) or (ii) the effect of which is to cause, or to permit the holder or holders of
such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice and/or lapse
of time, if required, the acceleration of any related Indebtedness or other credit extensions (whether or not such right shall
have been waived) or the termination of any commitment to lend;


 



    	 	102	 



     


    




(f)               
Final Judgments or Orders. Any final judgments or orders for the payment of money in excess of the Threshold Amount
in the aggregate shall be entered against any Loan Party or any Subsidiary of any Loan Party by a court having jurisdiction in
the premises, which judgment is not discharged, satisfied, vacated, bonded or stayed pending appeal within a period of 30 days
from the date of entry;


 


(g)               
Injunction. Any Loan Party or any of its respective Subsidiaries are enjoined, restrained or in any way prevented
by the order of any Governmental Authority from conducting any substantial portion of the business of the Loan Parties and their
Subsidiaries, taken as a whole, and such order continues for more than 30 days;


 


(h)              
Expropriation. Any federal, state or local Governmental Authority expropriates or condemns any material portion of
the assets of the Loan Parties and their Subsidiaries, taken as a whole, and such expropriation or condemnation causes a Material
Adverse Effect;


 


(i)                
Loan Document Unenforceable. Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable
against the party executing the same or such party’s successors and assigns (as permitted under the Loan Documents) in accordance
with the respective terms thereof or shall in any way be terminated (except in accordance with its terms) or become or be declared
ineffective or inoperative or shall in any way be challenged or contested by any party thereto (other than by the Administrative
Agent or any Lender) or cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies,
powers or privileges intended to be created thereby;


 


(j)                
Security Interests Unenforceable. Any Lien purported to be created under any Collateral Document shall cease to be,
or shall be asserted by any Loan Party not to be, a valid or perfected Lien on any portion of the Collateral, with the priority
required by the applicable Collateral Document, except (i) as a result of a release pursuant to Section 11.1(f) or (ii) as
a result of the sale or other Disposition of the applicable Collateral or the release of the applicable Loan Party in a transaction
permitted under the Loan Documents;


 


(k)              
Uninsured Losses; Proceedings Against Assets. There shall occur any uninsured damage to or loss, theft or destruction
of any portion of the Collateral with a fair market value in excess of the Threshold Amount or the Collateral or any other of the
Loan Parties’ or any of their Subsidiaries’ assets with a fair market value in excess of the Threshold Amount are attached,
seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of any receiver, trustee, custodian
or assignee for the benefit of creditors and the same is not cured within 30 days thereafter;


 


(l)                
Events Relating to Employee Benefit Plans. (i) An ERISA Event occurs that has resulted or could reasonably be expected
to result in liability of any Loan Party or any ERISA Affiliate in an aggregate amount in excess of $25,000,000 or (ii) any Loan
Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any contribution required
to be made with respect to any Pension Plan or Multiemployer Plan in an aggregate amount in excess of $25,000,000, including any
installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan;


 



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(m)            
Change of Control. A Change of Control shall have occurred;


 


(n)              
Insolvency Proceedings. (i) An Insolvency Proceeding shall have been instituted against any Loan Party or Subsidiary
of a Loan Party and such Insolvency Proceeding shall remain undismissed or unstayed and in effect for a period of 45 consecutive
days or such court shall enter a decree or order granting any of the relief sought in such Insolvency Proceeding, (ii) any Loan
Party or Subsidiary of a Loan Party institutes, or takes any action in furtherance of, an Insolvency Proceeding, (iii) an
order granting the relief requested in any Insolvency Proceeding (including, but not limited to, an order for relief under federal
bankruptcy Laws) shall be entered, (iv) any Loan Party or Subsidiary of a Loan Party shall commence a voluntary case under,
file a petition seeking to take advantage of, any bankruptcy, insolvency, reorganization or other similar Law, domestic or foreign,
(v) any Loan Party or Subsidiary of a Loan Party shall consent to or fail to contest in a timely and appropriate manner any
petition filed against it in any Insolvency Proceeding, (vi) any Loan Party or Subsidiary of a Loan Party shall apply for
or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver,
custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign, (vii) any Loan Party
or Subsidiary of a Loan Party shall take any action to approve or authorize any of the foregoing, or (viii) any Loan Party or Subsidiary
of a Loan Party ceases to be Solvent or admits in writing its inability to pay its debts as they mature;


 


(o)              
FCC and PUC Matters. Any Material License shall be cancelled, expired, revoked, terminated, rescinded, annulled,
suspended or modified or shall no longer be in full force and effect;


 


(p)              
Material Contracts. If any Loan Party shall default, past any applicable grace and cure period, under any Material
Contract not otherwise described in this Section 9.1 and such default results in termination of such Material Contract;


 


(q)              
Termination Under Sprint Affiliate Agreements. An Event of Termination (as defined in any of the Sprint Affiliate
Agreements) shall have occurred under any of the Sprint Affiliate Agreements; or


 


(r)                
Sprint Master Agreement Default. Any default, after giving effect to any applicable notice or cure period, by any
party to the Sprint Master Agreement shall have occurred that would reasonably be expected to be adverse to the interests of the
Lenders in any material respect.


 


9.2             
Consequences of Event of Default.


 


(a)               
Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified
under Section 9.1 (other than Section 9.1(n)) shall occur and be continuing, the Lenders and the Administrative
Agent shall be under no further obligation to make Loans and the Issuing Lenders shall be under no obligation to issue Letters
of Credit and the Administrative Agent may, and upon the request of the Required Lenders, shall (i) by written notice to the
Borrower, declare the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and
all other Indebtedness of the Borrower to the Lenders hereunder and thereunder to be forthwith due and payable, and the same shall
thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Lender without presentment,
demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to,
and the Borrower shall thereupon, Cash Collateralize all outstanding Letters of Credit, and the Borrower hereby pledges to the
Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash
as security for such Secured Obligations.


 



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(b)              
Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified under Section 9.1(n)
shall occur, the Lenders shall be under no further obligations to make Loans hereunder and the Issuing Lenders shall be under no
obligation to issue Letters of Credit and the unpaid principal amount of the Loans then outstanding and all interest accrued thereon,
any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder automatically shall be immediately
due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived.


 


(c)               
Set-off. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Lender, and each
of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent
of the Administrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency)
at any time owing, by such Lender, such Issuing Lender or any such Affiliate, to or for the credit or the account of the Borrower
or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender or Issuing Lender or their respective Affiliates, irrespective of whether
or not such Lender, Issuing Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and
although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or
Affiliate of such Lender or Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on
such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all
amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions
of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed
held in trust for the benefit of the Administrative Agent, the Issuing Lenders, and the Lenders, and (y) the Defaulting Lender
shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting
Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Lender and their respective Affiliates
under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Lender
or their respective Affiliates may have. Each Lender and each Issuing Lender 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.


 


(d)              
Application of Proceeds. After the exercise of remedies provided for in Section 9.2 (or after the Loans
have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to
be Cash Collateralized as set forth in the proviso to Section 9.2), any amounts received on account of the Secured Obligations
shall be applied by the Administrative Agent in the following order:


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges
and disbursements of counsel to the Administrative Agent) payable to the Administrative Agent in its capacity as such;


 



    	 	105	 



     


    




Second,
to payment of that portion of the Obligations constituting indemnities, expenses, and other amounts (other than principal, interest
and fees) payable to the Lenders and each Issuing Lender (including fees, charges and disbursements of counsel to the respective
Lenders and each Issuing Lender and amounts payable under Article X), ratably among them in proportion to the amounts described
in this clause Second payable to them;


 


Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, Letter of Credit Borrowings
and other Obligations, and fees (including Letter of Credit Fees), ratably among the Lenders and each Issuing Lender in proportion
to the respective amounts described in this clause Third payable to them;


 


Fourth,
pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit
Borrowings, ratably among the Lenders and each Issuing Lender in proportion to the respective amounts described in this subclause
(A) of clause Fourth held by them and (B) to payment or Cash Collateralization (if agreed by the applicable Loan Parties
and any provider of such Secured Hedge, as applicable) of that portion of Other Liabilities then outstanding consisting of Secured
Hedges applicable only to the interest rates of the Indebtedness under the Facilities, ratably among the Secured Parties providing
such Secured Hedges giving rise to such Other Liabilities in proportion to the respective amounts described in this subclause (B)
of clause Fourth;


 


Fifth,
to the Administrative Agent for the account of each Issuing Lender, to Cash Collateralize that portion of Letter of Credit Obligations
comprised of the aggregate undrawn amount of Letters of Credit;


 


Sixth,
to payment of all other Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this
clause Sixth held by them;


 


Seventh,
to payment or Cash Collateralization (if agreed by the applicable Loan Parties and any provider of any Secured Bank Product or
Secured Hedge, as applicable) of that portion of Other Liabilities (other than as provided in subclause (B) of clause Fourth)
then outstanding, ratably among the Secured Parties providing the Secured Bank Products and such Secured Hedges giving rise to
such Other Liabilities in proportion to the respective amounts described in this clause Seventh held by them; and


 


Last,
the balance, if any, after Payment in Full of all of the Secured Obligations, to the Loan Parties or as otherwise required by Law.


 


Amounts used to Cash Collateralize Secured
Obligations pursuant to clause Fifth or Seventh above shall be applied to satisfy drawings under such Letters of
Credit as they occur or to pay such Other Liabilities as they come due, as the case may be. If any amount remains on deposit as
Cash Collateral after all Letters of Credit have either been fully drawn or expired and/or after Payment in Full of the Other Liabilities,
such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above.


 


Amounts distributed with respect to any
Secured Obligations attributable to Other Liabilities shall be equal to the lesser of (a) the applicable amount of such Other Liabilities
last reported to the Administrative Agent or (b) the actual amount of such Other Liabilities as calculated by the methodology reported
to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the
amount to be distributed with respect to any such Other Liabilities, but may rely upon written notice of the amount (setting forth
a reasonably detailed calculation) from the applicable Secured Party providing such Secured Bank Products or Secured Hedge. In
the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such obligations
last reported to it.


 



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If and to the extent the Administrative
Agent has received notice or other evidence that any amount claimed as a Secured Obligation is or could reasonably be determined
to be an Excluded Swap Obligation with respect to any Loan Party, amounts received from such Loan Party or its assets shall not
be applied to such Excluded Swap Obligations with respect to such Loan Party, and adjustments shall be made with respect to amounts
received from other Loan Parties and their assets as the Administrative Agent may determine, in consultation with or at the direction
of, the Lenders to be equitable (which may include, without limitation, the purchase and sale of participation interests) so that,
to the maximum extent practical, the benefit of all amounts received from the Loan Parties and their assets are shared in accordance
with the allocation of recoveries set forth above that would apply if the applicable Swap Obligations were not Excluded Swap Obligations.
Each Loan Party acknowledges and consents to the foregoing.


 


X.                
THE ADMINISTRATIVE AGENT


 


10.1         
Appointment and Authority. Each of the Lenders and each Issuing Lender (on behalf of itself and each of its
Affiliates) hereby irrevocably appoints CoBank to act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents 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 or thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article X are solely for the benefit of the Administrative Agent, the Lenders, the
Affiliates of the Lenders who are Secured Parties and each Issuing Lender, and neither the Borrower nor any other Loan Party shall
have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent”
herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such
term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting
parties.


 


10.2         
Rights as a Lender. 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 the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless
the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof
as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.


 


10.3         
No Fiduciary Duty. The Administrative Agent shall not have any duties or obligations except those expressly
set forth herein and in the other Loan Documents and its duties hereunder shall be administrative in nature. Without limiting the
generality of the foregoing, the Administrative Agent:


 


(a)               
shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred
and is continuing;


 



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(b)              
shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as
directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action
that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any
Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay
under any Debtor Relief Law or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in
violation of any Debtor Relief Law; and


 


(c)               
shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not
be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to
or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


10.4         
Exculpation.


 


(a)               
The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative
Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.1 and 9.2)
or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction
by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of
Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower,
a Lender or an Issuing Lender.


 


(b)              
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 this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence
of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article
IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


10.5         
Reliance by the Administrative Agent. 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
(including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and
to have been signed, sent or otherwise authenticated 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 have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension,
renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the applicable
Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender
unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making
of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel
for the Borrower), 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.


 



    	 	108	 



     


    




10.6         
Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights
and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative
Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers
by or through their respective Related Parties. The exculpatory provisions of this Article X shall apply to any such
sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities
in connection with the syndication of the Facilities as well as activities as Administrative Agent. The Administrative Agent shall
not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction
determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct
in the selection of such sub agents.


 


10.7         
Filing Proofs of Claim. In case of the pendency of any proceedings under any Debtor Relief Law or any other
judicial proceeding relating to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall
then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent
shall have made any demand therefor) shall be entitled and empowered (but not obligated) by intervention in such proceeding or
otherwise:


 


(a)               
to file and prove a claim for the whole amount of the owing and unpaid principal and interest in respect to the Secured
Obligations and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the
Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders,
the Issuing Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders,
the Issuing Lenders and the Administrative Agent under Sections 2.7, 2.10(b), 3.5 and 11.3) allowed
in such proceeding;


 


(b)              
to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and


 


(c)               
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender and the Issuing Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Lenders, to
pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative
Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.7, 2.10(b),
3.5 and 11.3.


 


10.8         
Resignation of the Administrative Agent. The Administrative Agent may at any time give notice of its resignation
to the Lenders, each Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall
have the right, in consultation with the Borrower, to appoint a successor Administrative Agent. If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent may (but shall not be obligated to) on behalf of
the Lenders and the Issuing Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided,
that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment,
then the Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice and (i) the
retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents
(except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lenders
under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time
as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead
be made by or to each Lender and each Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative
Agent as provided for above in this Section 10.8. Upon the acceptance of a successor’s appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent),
and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such
successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions
of this Article X and Section 11.3 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 the retiring Administrative Agent was acting as Administrative Agent.


 



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Any resignation by
CoBank as Administrative Agent pursuant to this Section shall also automatically constitute its resignation as an Issuing
Lender and the Swing Line Lender, with replacement of the Administrative Agent as an Issuing Lender and Swing Line Lender conducted
in accordance with Section 10.9 below.


 


10.9         
Resignation of Swing Line Lender or Issuing Lender. The Swing Line Lender or an Issuing Lender may at any
time give notice of its resignation to the Lenders, the Administrative Agent and the Borrower. Upon receipt of any such notice
of resignation, the Required Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has
occurred and is continuing) to appoint a successor Swing Line Lender or Issuing Lender, such approval not to be unreasonably withheld
or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Swing Line Lender or Issuing Lender (as applicable) gives notice of its resignation, then the
Administrative Agent may on behalf of the Lenders, appoint a successor Swing Line Lender or Issuing Lender (as applicable); provided
that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment,
then such resignation shall nonetheless become effective in accordance with such notice and the retiring Swing Line Lender or Issuing
Lender (as applicable) shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except
that in the case of any collateral security held by the retiring Swing Line Lender or Issuing Lender (as applicable) on behalf
of the Lenders or the Swing Line Lender or Issuing Lender under any of the Loan Documents, the retiring Swing Line Lender or Issuing
Lender (as applicable) shall continue to hold such collateral security until such time as a successor Swing Line Lender or Issuing
Lender (as applicable) is appointed). Upon the acceptance of a successor’s appointment as a Swing Line Lender or Issuing
Lender (as applicable) hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Swing Line Lender or Issuing Lender (as applicable), and the retiring Swing Line Lender
or Issuing Lender (as applicable) shall be discharged from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor
Swing Line Lender or Issuing Lender (as applicable) shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the retiring Swing Line Lender’s or Issuing Lender’s (as applicable)
resignation hereunder and under the other Loan Documents as a Swing Line Lender or Issuing Lender, as applicable, the provisions
of Section 11.3 (and Article X if the Administrative Agent is the resigning Issuing Lender and Swing Line
Lender) shall continue in effect for the benefit of such retiring Swing Line Lender or Issuing Lender (as applicable), its sub-agents
and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Swing
Line Lender or Issuing Lender (as applicable) was acting as the Swing Line Lender or Issuing Lender (as applicable).


 



    	 	110	 



     


    




In addition to the
foregoing requirements, upon the acceptance of a successor’s appointment as Issuing Lender hereunder, the successor
Issuing Lender shall issue letters of credit in substitution for the Letters of Credit issued by the retiring Issuing Lender, if
any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively
assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.


 


10.10     
Non-Reliance on the Administrative Agent and Other Lenders. Each Lender and the Issuing Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties
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 Lender and each Issuing Lender also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties 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 this
Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


 


10.11     
Enforcement. By its acceptance of the benefits of this Agreement and the other Loan Documents, each Secured
Party agrees that (a) the Loan Documents may be enforced only by the Administrative Agent, subject to Section 11.2, (b)
no Secured Party shall have any right individually to enforce or seek to enforce this Agreement or the other Loan Documents or
to realize upon any Collateral or other security given to secure the payment and performance of the Obligations and (c) no Secured
Party has any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan
Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity
as a Lender or an Issuing Lender and, in such case, only to the extent expressly provided in the Loan Documents.


 


10.12     
No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the agents listed on the cover
page or signature pages hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Lender hereunder.


 


10.13     
Authorization to Release Collateral and Loan Parties.


 


(a)               
The Secured Parties irrevocably authorize 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 (x) upon termination
of all Commitments and Payment In Full of all Secured Obligations (other than contingent indemnification obligations as to which
no claim has been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit and Other Liabilities
as to which other arrangements satisfactory to the Administrative Agent and the applicable Lender or Issuing Lender on behalf of
itself or its Affiliates shall have been made), (y) that is Disposed of or to be Disposed of as part of or in connection with
any sale or other Disposition permitted under the Loan Documents, or (z) subject to Section 11.1, if approved, authorized
or ratified in writing by the Required Lenders;


 



    	 	111	 



     


    




(ii)              
to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder
of any Lien on such property that is permitted by Section 7.1(d); and


 


(iii)            
to release any Guarantor from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result
of a transaction permitted under the Loan Documents.


 


Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release
or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the
Loan Documents pursuant to this Section 10.13.


 


(b)              
The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or
warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative
Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative
Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


10.14     
Compliance with Flood Laws. CoBank has adopted internal policies and procedures that address requirements
placed on federally regulated lenders under the Flood Laws. CoBank, as administrative agent or collateral agent on a syndicated
facility, will post on the applicable electronic platform (or otherwise distribute to each lender in the syndicate) documents that
it receives in connection with the Flood Laws. However, CoBank reminds each lender and participant in the facility that, pursuant
to the Flood Laws, each federally regulated lender (whether acting as a lender or participant in the facility) is responsible for
assuring its own compliance with the flood insurance requirements.


 


10.15     
No Reliance on the Administrative Agent’s Customer Identification Program. Each Lender acknowledges
and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent
to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or
other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations
contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or
any other Anti-Terrorism Law, Anti-Corruption Law, or Sanctions, including any programs involving any of the following items
relating to or in connection with any of the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions
hereunder or contemplated hereby: (a) any identity verification procedures, (b) any recordkeeping, (c) comparisons with government
lists, (d) customer notices or (e) other procedures required under the CIP Regulations or such other Laws.


 


10.16     
Affiliates as Secured Parties. To the extent any Affiliate of a Lender is a party to a Secured Hedge or a
Secured Bank Product and thereby becomes a beneficiary of the Liens pursuant to any Collateral Document for so long as such Lender
remains a Lender, such Affiliate of a Lender shall be a Secured Party and shall be deemed to appoint the Administrative Agent its
nominee and agent to act for and on behalf of such Affiliate in connection with such Collateral Document and to be bound by the
terms of this Article X and the other provisions of this Agreement.


 






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XI.             
MISCELLANEOUS


 


11.1         
Modifications, Amendments or Waivers. With the written consent of the Required Lenders, the Administrative
Agent, acting on behalf of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time enter into written
agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Lenders or the
Loan Parties hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder. Any such agreement, waiver
or consent made with such written consent shall be effective to bind all the Lenders and the Loan Parties; provided, that
no such agreement, waiver or consent may be made that will:


 


(a)               
extend or increase the Commitment of any Lender (or reinstate any obligation to make Loans terminated pursuant to Section
9.2) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed
that a waiver of any condition precedent set forth in Section 4.1 or Section 4.2 or of any Default, Event of
Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments
of any Lender);


 


(b)              
postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of
a Revolving Overadvance but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the Lenders
(or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document) without
the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood
that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of
a Revolving Overadvance, shall not constitute a postponement of any date scheduled for the payment of principal or interest;


 


(c)               
reduce the principal of, or the rate of interest specified herein on, any Loan or Letter of Credit Borrowing or any fees
or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the
definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at
the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of
such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;


 


(d)              
change Section 2.14 or Section 9.2(d) in a manner that would alter the pro rata sharing of payments required
thereby without the written consent of each Lender directly affected thereby;


 


(e)               
change any provision of this Section 11.1 or the definition of “Required Lenders” without the written
consent of each Lender directly affected thereby;


 


(f)               
except in connection with a transaction permitted under Section 7.7 or 7.8, release all or substantially
all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral; or


 


(g)               
release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section
7.7 or 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement
without the written consent of each Lender whose Secured Obligations are guaranteed thereby, except to the extent such release
is permitted pursuant to Section 10.13 (in which case such release may be made by the Administrative Agent acting alone);


 



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provided that,


 


(i)                
no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent, the
Swing Line Lender or an Issuing Lender may be made without the written consent of such Administrative Agent, the Swing Line Lender
or such Issuing Lender, as applicable,


 


(ii)              
only the consent of the Administrative Agent and any other Lender party thereto shall be required for any amendment to the
Fee Letter,


 


(iii)            
the Schedules to this Agreement and the Annexes to the Security Agreement may be modified as provided in and subject to
the terms described in Section 6.1(e)(x),


 


(iv)            
[reserved],


 


(v)              
[reserved],


 


(vi)            
[reserved],


 


(vii)          
any agreement, waiver or consent that by its terms would modify the interests, rights or obligations of one Class of Lenders
(but not of any other Class of Lenders) may be effected by an agreement, waiver or consent in writing entered into by the Borrower
and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this
Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder at such time,


 


(viii)        
this Agreement may be amended as contemplated by Section 2.1(g) in connection with the addition of any Tranche of
Incremental Term Loans under the Incremental Term Loan Facility with the consent of the Borrower, the Additional Incremental Term
Lenders (if any), the existing Lenders providing such Tranche of Incremental Term Loans (if any) and the Administrative Agent and


 


(ix)            
other than as expressly provided in this Agreement, no waiver of any condition precedent set forth in Section 4.2
may be made without the consent of the Class of Lenders holding Commitments under the requested Facility that would be required
to consent under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder at such time; and


 


provided, further,
that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) through
11.1(g) above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose
consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right
to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6.


 


No Defaulting Lender shall have any right
to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires
the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting
Lenders), except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of
such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that
by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent
of such Defaulting Lender.


 



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Notwithstanding anything
to the contrary contained herein, if, following the Closing Date, the Administrative Agent and the Borrower shall have jointly
identified an obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of this
Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision
and such amendment shall become effective without any further action or consent of any other party to this Agreement or any other
Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of
notice thereof. It is understood that posting such amendment electronically on SyndTrak or another relevant website with notice
of such posting by the Administrative Agent to the Required Lenders shall be deemed adequate receipt of notice of such amendment.


 


11.2         
No Implied Waivers; Cumulative Remedies. No course of dealing and no delay or failure of the Administrative
Agent, an Issuing Lender or any Lender in exercising any right, power, remedy or privilege under this Agreement or any other Loan
Document shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any further exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the
Administrative Agent and the Lenders under this Agreement and any other Loan Documents are cumulative and not exclusive of any
rights or remedies that they would otherwise have.


 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at Law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent for the
benefit of the Secured Parties; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent
from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent)
hereunder and under the other Loan Documents, (b) an Issuing Lender or the Swing Line Lender from exercising the rights and remedies
that inure to its benefit (solely in its capacity as Issuing Lender or Swing Line Lender, as the case may be) hereunder and under
the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 9.2 (subject to the terms
of Section 2.14), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during
the pendency of a proceeding relative to any Loan Party in any Insolvency Proceedings.


 


11.3         
Expenses; Indemnity; Damage Waiver.


 


(a)               
Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out of pocket expenses incurred
by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel
for the Administrative Agent) in connection with the syndication of the Facilities, the preparation, negotiation, execution, delivery
and administration of this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
and documented out of pocket expenses incurred by each Issuing Lender in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder, and (iii) all out of pocket expenses incurred by the Administrative
Agent, any Lender or any Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent,
any Lender or any Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit
issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.


 



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(b)              
Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof),
each Lender and each Issuing Lender, and each Related Party of any of the foregoing Persons (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 documented fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against
any Indemnitee by any Person (including the Borrower or any other Loan Party), other than such Indemnitee and its Related Parties,
arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document
or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender 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 its Subsidiaries, or any Environmental Liability, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrower or any other Loan Party, 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 gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by
the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder
or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor
on such claim as determined by a court of competent jurisdiction. This Section 11.3(b) shall not apply with respect to Taxes
other than any Taxes that represent losses, claims, damages and other similar amounts arising from any non-Tax claim.


 


(c)               
Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required
under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof),
any Issuing Lender, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to
the Administrative Agent (or any such sub-agent), such Issuing Lender, the Swing Line Lender or such Related Party, as the case
may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought based on each Lender’s Pro Rata Share at such time) of such unpaid amount (including any such unpaid amount in
respect of a claim asserted by such Lender); provided, that with respect to such unpaid amounts owed to any Issuing Lender
or Swing Line Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such
payment to be made severally among them based on such Revolving Lenders’ Pro Rata Share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative
Agent (or any such sub-agent), such Issuing Lender or the Swing Line Lender in its capacity as such, or against any Related Party
of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or the Swing Line Lender
in connection with such capacity.


 



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(d)              
Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, none of the Loan Parties
shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any
Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in Section 11.3(b) 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.


 


(e)               
Payments. All amounts due under this Section shall be payable not later than ten (10) days after written demand therefor.


 


(f)               
Survival. Each party’s obligations under this Section 11.3 shall survive the resignation of the Administrative
Agent or any assignment of rights by, or the replacement of, any Issuing Lender, Swing Line Lender or Lender, the termination of
the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.


 


11.4         
Notices; Effectiveness; Electronic Communication.


 


(a)               
Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone
(and except as provided in clause (b) below), 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 (i) if
to a Lender, at its address (or facsimile number) set forth in its Administrative Questionnaire or (ii) if to any other Person,
to it at its address (or facsimile number) set forth on Schedule 1.1(A). Notices sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be
deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed
to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic
communications, to the extent provided in clause (b) below, shall be effective as provided in said clause (b).


 


(b)              
Electronic Communications. Notices and other communications to the Lenders and each Issuing Lender hereunder may
be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or Issuing Lender
pursuant to Article II if such Lender or Issuing Lender, as applicable, has notified the Administrative Agent that
it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described
in the foregoing clause (i), of notification that such notice or communication is available and identifying the website
address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication
is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient.


 



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(c)               
Change of Address, etc. Any party hereto may change its address, facsimile number or e-mail address, if applicable,
for notices and other communications hereunder by notice to the other parties hereto.


 


(d)              
Platform.


 


(i)                
Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined
below) available to the Issuing Lenders and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak
or a substantially similar electronic transmission system (the “Platform”).


 


(ii)              
The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not
warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the 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 Party in connection
with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively,
the “Agent Parties”) have any liability to the Borrower or the other Loan Parties, any Lender or any
other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential
damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative
Agent’s transmission of communications through the Platform. “Communications” means, collectively,
any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant
to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender or Issuing
Lender by means of electronic communications pursuant to this Section, including through the Platform.


 


11.5         
Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement
shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.


 


11.6         
Duration; Survival. All representations and warranties of the Loan Parties contained herein or made in connection
herewith shall survive the execution and delivery of this Agreement, the completion of the transactions hereunder and the Termination
Date. All covenants and agreements of the Borrower contained herein relating to the payment of principal, interest, premiums, additional
compensation or expenses and indemnification, including those set forth in the Notes, Article II, Article III,
Section 11.3 or any other provision of any Loan Document, the agreement of the Lenders set forth in Section 11.3(c),
and the agreements of the Loan Parties set forth in Section 11.10 or any other provision of any Loan Documents shall survive
the Termination Date and shall protect the Administrative Agent, the Lenders and any other Indemnitees against events arising after
such termination as well as before. All other covenants and agreements of the Loan Parties shall continue in full force and effect
from and after the date hereof and until the Termination Date.


 



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11.7         
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 neither the Borrower nor any other
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 the provisions of this Section, (ii) by way of participation in accordance with the
provisions of this Section 11.7, or (iii) by way of pledge or assignment of a security interest subject to the restrictions
of this Section 11.7 (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 this Section 11.7 and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent, each Issuing Lender and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.


 


(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 Commitment, all participations in Letters of Credit and
Swing Line Loans and the Loans at the time owing to it); provided that (in each case and with respect to any Facility) 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 Commitment and/or the Loans
at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds that
equal at least the amount specified in clause (B) below in the aggregate 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 (i)(A) of this clause (b), 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 Assumption
with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in
the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect
of the Revolving Credit Facility, or $5,000,000, in the case of any assignment in respect of the Term Loan A-1 Facility, the Term
Loan A-2 Facility or any Tranche of the Incremental Term Loan Facility, unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld
or delayed).


 


(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
separate Facilities 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 11.7 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 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 five Business Days after having received notice thereof
and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the Facilities;


 


(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) the Revolving Credit Facility or any unfunded Commitments with respect to the Term Loan A-1 Facility,
the Term Loan A-2 Facility or any Tranche of the Incremental Term Loan Facility if such assignment is to a Person that is not a
Lender with a Commitment in respect of such Facility or Tranche of such Facility, an Affiliate of such Lender or an Approved Fund
with respect to such Lender, or (ii) any Term Loans or Incremental Term Loan to a Person who is not a Lender, an Affiliate of a
Lender or an Approved Fund; and


 


(C)             
the consent of each Issuing Lender and the Swing Line Lender shall be required for any assignment in respect of the Revolving
Credit Facility.


 


(iv)            
Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may,
in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is
not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)              
No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s
Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender
hereunder, would constitute any of the foregoing Persons described in this clause (v).


 


(vi)            
No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment
vehicle or trust for, or owned or operated for the primary benefit of, a natural Person).


 


(vii)          
Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender
hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein,
the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient,
upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations,
or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable
pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee
and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender
to the Administrative Agent, each Issuing Lender, the Swing Line Lender and each other Lender hereunder (and interest accrued thereon),
and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing
Line Loans in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and
obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions
of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement
until such compliance occurs.


 



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Subject to acceptance
and recording thereof by the Administrative Agent pursuant to this Section, from and after the effective date specified in each
Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, 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 Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption 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 3.1,
3.2, 3.5 and 11.3(b) with respect to facts and circumstances occurring prior to the effective date of such
assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting
Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section
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 Section 11.7(d) below.


 


(c)               
Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall
maintain at one of its offices in Greenwood Village, Colorado a copy of each Assignment and Assumption delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest)
of the Loans 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. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.


 


(d)              
Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative
Agent, sell participations to any Person (other than a natural person or a holding company, investment vehicle or trust for, or
owned or operated for the primary benefit of, a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(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, the Issuing Lenders and the
Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.3(c)
with respect to any payments made by such Lender to its Participant(s).


 


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 Sections 11.1(a) through (g) that affects such Participant. The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 3.1, 3.2 (subject to the requirements and limitations therein,
including the requirements under Section 3.2 (it being understood that the documentation required under Section 3.2
shall be delivered to the participating Lender)), 3.5 and 11.3 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to clause (b) of this Section 11.7; provided that such Participant
(A) agrees to be subject to the provisions of Section 3.6 as if it were an assignee under clause (b) of this
Section 11.7; and (B) shall not be entitled to receive any greater payment under Section 3.1 or 3.2, with
respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement
to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.
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 3.6 with respect to any Participant. To the extent permitted
by Law, each Participant also shall be entitled to the benefits of Section 9.2(c) as though it were a Lender; provided
that such Participant agrees to be subject to Section 2.14 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, maintain a register on which it enters the name
and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans
or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall
have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any
information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan,
Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register. CoBank reserves the right to assign or sell participations in all
or part of its Commitments or outstanding Loans hereunder on a non-patronage basis.


 



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Notwithstanding the
preceding paragraph, any Participant that is a Farm Credit Lender that (i) has purchased a participation in a minimum amount
of $5,000,000 on or after the Closing Date, (ii) has been designated as being entitled to be accorded the rights of a voting Participant
(a “Voting Participant”) in a written notice (a “Voting Participant Notice”) sent by the
relevant Lender (including any existing Voting Participant) to the Borrower and Administrative Agent and (iii) receives, prior
to becoming a Voting Participant, the written consent of the Borrower (unless a Default or Event of Default shall have occurred
and is continuing under the Loan Documents) and the Administrative Agent (such Borrower and Administrative Agent 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 11.7(b) and such consent is not required for an assignment to
an existing Voting Participant), or is specified as a Voting Participant as of the Closing Date, shall be entitled to vote as if
such Voting Participant were a Lender on all matters subject to a vote by Lenders, and the voting rights of the selling Lender
(including any existing Voting Participant) shall be correspondingly reduced, on a dollar-for-dollar basis. Each Voting Participant
Notice shall include, with respect to each Voting Participant, the information that would be included by a prospective Lender in
an Assignment and Assumption. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant in Schedule 11.7
shall be a Voting Participant without delivery of a Voting Participation Notice. The selling Lender (including any existing Voting
Participant) and the purchasing Voting Participant shall notify the Administrative Agent within three Business Days of any termination,
reduction or increase of the amount of, such participation. The Administrative Agent shall be entitled to conclusively rely on
information contained in Voting Participant Notices and all other notices delivered pursuant hereto. 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.


 



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(e)               
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.


 


11.8         
Confidentiality. Each of the Administrative Agent, the Lenders and each Issuing Lender agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to
its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any
regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority,
such as the National Association of Insurance Commissioners); (c) to the extent required by applicable Laws or by any subpoena
or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under
any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under
this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under
which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder; (g) on a
confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the Facilities or (ii)
the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to
the Facilities; (h) with the consent of the Borrower; or (i) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section, or (y) becomes available to the Administrative Agent, any Lender, any Issuing
Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.


 


For purposes of this
Section, “Information” means all information received from the Borrower or any of its Subsidiaries relating
to the Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available
to the Administrative Agent, any Lender or any Issuing Lender on a nonconfidential basis prior to disclosure by the Borrower or
any of its Subsidiaries; provided that, in the case of information received from the Borrower or any of its Subsidiaries after
the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain
the confidentiality of Information as provided in this Section 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.


 


11.9         
Counterparts; Integration; Effectiveness.


 


(a)               
This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the Fee
Letter and the other Loan Documents 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. Except as
provided in Article IV, this Agreement shall become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each
of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic
(i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this
Agreement.


 



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(b)              
Electronic Execution of Assignments. The words “execution,” “signed,” “signature,”
and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


		11.10	Choice of Law; Submission to Jurisdiction; Waiver of Venue; Service of Process; Waiver of
Jury Trial.



 


(a)               
Governing Law. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action
(whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document
(except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall
be governed by, and construed in accordance with, the Law of the State of New York without regard to conflicts of law principles
that require or permit application of the Laws of any other state or jurisdiction.


 


(b)              
SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF
AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK AND OF
THE UNITED STATES DISTRICT COURT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH
OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN
DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)               
WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 11.10.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT TO ASSERT ANY SUCH DEFENSE.


 



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(d)              
SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 11.4. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY APPLICABLE LAW.


 


(e)               
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


11.11     
USA Patriot Act Notice. Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies Loan Parties that pursuant to the requirements of the USA Patriot Act,
it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and
address of Loan Parties and other information that will allow such Lender or Administrative Agent, as applicable, to identify the
Loan Parties in accordance with the USA Patriot Act. The Borrower shall, promptly following a request by the Administrative Agent
or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to
comply with its ongoing obligations under applicable Anti-Corruption Laws, Anti-Terrorism
Laws and Sanctions, including the USA PATRIOT Act.


 


11.12     
Payments Set Aside. To the extent any Loan Party makes a payment or payments to the Administrative Agent for
the ratable benefit of the Lenders or Secured Parties or the Administrative Agent receives any payment or proceeds of the Collateral
which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any Insolvency Proceeding, other applicable Law or
equitable cause, then, to the extent of such payment or proceeds repaid, the Secured Obligations or part thereof intended to be
satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative
Agent.


 


11.13     
Secured Bank Products and Secured Hedge Agreements. No Secured Party (other than the Administrative Agent)
that obtains the benefit of the Guaranty set forth in Article XII or of any security interest in any of the Collateral shall
have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document
(including the release, impairment or modification of any Guarantors’ Obligations or security therefor) other than in its
capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. No provider of any Secured
Hedge or any Secured Bank Product shall have any voting rights hereunder or under any other Loan Document in its capacity as the
provider of such Secured Hedge or Secured Bank Product. Notwithstanding any other provision of this Agreement to the contrary,
the Administrative Agent shall only be required to verify the payment of, or that other reasonably satisfactory arrangements have
been made with respect to, the Secured Obligations arising with respect to Secured Bank Products and Secured Hedges to the extent
the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as
it may request, from the applicable Secured Party. Each Secured Party not a party to this Agreement that obtains the benefit of
this Agreement or any other Loan Document shall be deemed to have acknowledged and accepted the appointment of the Administrative
Agent pursuant to the terms of this Agreement, and acknowledges and agrees that the Administrative Agent is and shall be entitled
to all the rights, benefits and immunities conferred under this Agreement with respect to each such Secured Party.


 



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11.14     
Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest
paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable
Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal,
refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent
or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment
that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof,
and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.


 


11.15     
FCC and PUC Compliance. Notwithstanding anything to the contrary in this Agreement and the other Loan Documents,
no party hereto or thereto shall take any action under this Agreement or the other Loan Documents that would constitute or result
in an assignment of any License, or a change of control of any Loan Party or Subsidiary directly or indirectly holding a License,
to the extent that such assignment or change of control would require the prior approval by the FCC under the Communications Act
and/or any applicable PUC under the PUC Laws without first obtaining such required approval.


 


Upon any action to
commence the exercise of remedies hereunder or under the other Loan Documents, each Loan Party hereby undertakes and agrees on
behalf of itself, the other Loan Parties, and the Subsidiaries of any Loan Party to cooperate and join with the Administrative
Agent, and cause the other Loan Parties and the Subsidiaries of any Loan Party, to cooperate and join with the Administrative Agent,
in any application to any Governmental Authority with respect thereto and to provide such assistance in connection therewith as
the Administrative Agent may request, including the preparation of, consenting to or joining in of filings and appearances of officers
and employees of any Loan Party or any Subsidiary of any Loan Party before such Governmental Authority, in each case in support
of any such application made by the Administrative Agent; provided, however, nothing herein shall be construed to require any of
the Loan Parties nor any of the Subsidiaries of any Loan Party to, directly or indirectly, violate any terms or conditions of any
License.  The obligation of the Loan Parties to make all payments required to be made under this Agreement or any other Loan
Document shall be absolute and unconditional and independent of any action by the PUC or the FCC with respect to rates and/or disallowance
of debt.


 


11.16     
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably
undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time
to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with respect to Swap Obligations
permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded
Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering
the Guarantors’ Obligations and undertakings under this Section of such Qualified ECP Guarantor voidable under applicable
Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, undertakings and
guaranty of the Qualified ECP Guarantors under this Section 11.16 shall remain in full force and effect until the Termination
Date. The Borrower and the Qualified ECP Guarantors intend this Section 11.16 to constitute, and this Section 11.16
shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for
the benefit of, each Loan Party for all purposes of the Commodity Exchange Act.


 



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11.17     
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


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


 


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


 


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


 


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


 


(iii)            
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of
any EEA Resolution Authority.


 


11.18     
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; or


 



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


 


(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).


 


11.19     
Amendment and Restatement. This Agreement amends and restates in its entirety the Original Credit Agreement
and the rights and obligations of the parties under the Original Credit Agreement shall be subsumed within and be governed by this
Agreement. Each of the parties hereto hereby acknowledges and agrees that (a) each “Swing Line Loan”, “Incremental
Term Loan” and “Revolving Loan”, in each case, as defined in, and outstanding under, the Original Credit Agreement
on the Closing Date (if any) shall remain outstanding hereunder (with the existing Interest Periods therefor) and shall constitute
the same Class of Loan hereunder as under the Original Credit Agreement, (b) the “Term Loan A-1 Loan” and “Term
Loan A-2 Loan,” in each case as defined in, and outstanding under, the Original Credit Agreement on the Closing Date shall
remain outstanding hereunder, provided that as part of the amendments hereunder, certain “Term Loan A-1 Loans” shall
be reclassified as “Term Loan A-2 Loans,” (c) each “Letter of Credit” (as defined in the Original Credit
Agreement) issued under the Original Credit Agreement and outstanding on the Closing Date shall constitute a Letter of Credit hereunder
and (d) all “Obligations” (as defined in the Original Credit Agreement) and “Secured Obligations” (as defined
in the Original Credit Agreement) shall constitute Obligations and Secured Obligations hereunder, and this Agreement shall not
be deemed to satisfy or waive, or evidence or result in a novation or repayment and reborrowing of, any of such Obligations. All
references to the Original Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith
shall constitute a reference to this Agreement. All obligations and rights of the Loan Parties, the Lenders and the Administrative
Agent arising out of or relating to the period commencing on the Closing Date shall be governed by the terms and provisions of
this Agreement; the obligations of and rights of the Loan Parties, the Lenders and the Administrative Agent arising out of or relating
to the period prior to the Closing Date shall continue to be governed by the Original Credit Agreement without giving effect to
the amendment and restatement provided for herein (including all representations, warranties, covenants and other agreements contained
in the Original Credit Agreement).


 






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XII.          
GUARANTY


 


12.1         
Guaranty. Each Guarantor hereby jointly and severally, unconditionally, absolutely, continually and irrevocably
guarantees to the Administrative Agent for the benefit of the Secured Parties the payment and performance in full of the Guaranteed
Liabilities. For all purposes of this Article XII, notwithstanding the foregoing, the liability of each Guarantor individually
with respect to its Guarantors’ Obligations shall be limited to an aggregate amount equal to the Maximum Guarantor Liability.
Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subject to the limitation in the immediately
preceding sentence) for the Guaranteed Liabilities. The Guarantors’ Obligations are secured by various Collateral.


 


12.2         
Payment. If the Borrower or any other Loan Party shall default in payment or performance of any of the Guaranteed
Liabilities, whether principal, interest, premium, indemnification obligations, fees (including, but not limited to, attorney’s
fees and expenses), expenses or otherwise, when and as the same shall become due, and after expiration of any applicable grace
period, whether according to the terms of this Agreement, by acceleration, or otherwise, or upon the occurrence and during the
continuance of any Event of Default, then any or all of the Guarantors will, upon demand thereof by the Administrative Agent, (i)
fully pay to the Administrative Agent, for the benefit of the Secured Parties, an amount equal to all the Guaranteed Liabilities
then due and owing or declared or deemed to be due and owing, including for this purpose, in the event of any Event of Default
under Section 9.1(n) (and irrespective of the applicability of any restriction on acceleration or other action as against
any other Loan Party in any Insolvency Proceeding), the entire outstanding or accrued amount of all Secured Obligations or (ii)
perform such Guaranteed Liabilities, as applicable. For purposes of this Section 12.2, the Guarantors acknowledge and agree
that “Guaranteed Liabilities” shall be deemed to include any amount (whether principal, interest, premium, fees, expenses,
indemnification obligations and/or any other payment obligation of any kind or nature) which would have been accelerated in accordance
with Section 9.2 but for the fact that such acceleration could be unenforceable or not allowable in any Insolvency Proceeding
or otherwise under any applicable Law. Notwithstanding anything herein to the contrary, upon the occurrence and continuation of
an Event of Default, then notwithstanding any Collateral or other direct or indirect security or credit support for the Guaranteed
Liabilities, at the Administrative Agent’s election and without notice thereof or demand therefor, each of the Guaranteed
Liabilities and the Guarantors’ Obligations shall immediately be and become due and payable.


 


12.3         
Absolute Rights and Obligations. This is a guaranty of payment and not of collection. The Guarantors’
Obligations under this Article XII shall be joint and several, absolute and unconditional irrespective of, and each Guarantor
hereby expressly waives, to the extent not otherwise expressly prohibited by applicable Law, any defense to its obligations under
this Article XII and all other Loan Documents to which it is a party by reason of:


 


(a)               
any lack of legality, validity or enforceability of this Agreement, or any of the Notes, or any other Loan Document, or
of any other agreement or instrument creating, providing security for, or otherwise relating to any of the Guarantors’ Obligations,
any of the Guaranteed Liabilities, or any other guaranty of any of the Guaranteed Liabilities (the Loan Documents, the documentation
with respect to any Other Liabilities and all such other agreements and instruments being collectively referred to as the “Related
Agreements”);


 



    	 	129	 



     


    




(b)              
any action taken under any of the Related Agreements, any exercise of any right or power therein conferred, any failure
or omission to enforce any right conferred thereby, or any waiver of any covenant or condition therein provided;


 


(c)               
any acceleration of the maturity of any of the Guaranteed Liabilities, of the Guarantors’ Obligations of any other
Guarantor, or of any other obligations or liabilities of any Person under any of the Related Agreements;


 


(d)              
any release, exchange, non-perfection, lapse in perfection, disposal, deterioration in value, or impairment of any security
for any of the Guaranteed Liabilities, for any of the Guarantors’ Obligations of any Guarantor, or for any other obligations
or liabilities of any Person under any of the Related Agreements;


 


(e)               
any change in the corporate or limited liability company existence, structure or ownership, including dissolution, of the
Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement, or the combination or consolidation of
the Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement into or with another entity or any
transfer or Disposition of any assets of the Borrower, any Guarantor or any other Loan Party or any other party to a Related Agreement;


 


(f)               
any extension (including extensions of time for payment), renewal, amendment, restructuring or restatement of, any acceptance
of late or partial payments under, or any change in the amount of any Borrowings or any Facilities available under, this Agreement,
any of the Notes or any other Loan Document or any other Related Agreement, in whole or in part;


 


(g)               
the existence, addition, modification, termination, reduction or impairment of value, or release of any other guaranty (or
security therefor) of the Guaranteed Liabilities (including the Guarantors’ Obligations of any other Guarantor and obligations
arising under any other Guaranty or any other Loan Document now or hereafter in effect);


 


(h)              
any waiver of, forbearance or indulgence under, or other consent to any change in or departure from any term or provision
contained in this Agreement, any other Loan Document or any other Related Agreement, including any term pertaining to the payment
or performance of any of the Guaranteed Liabilities, any of the Guarantors’ Obligations of any other Guarantor, or any of
the obligations or liabilities of any party to any other Related Agreement;


 


(i)                
any failure to assert any breach of or default under any Loan Document or with respect to the payment or performance of
any of the Guaranteed Liabilities, any of the Guarantors’ Obligations of any Guarantor, or any of the obligations or liabilities
of any party to any other Related Agreement; any extensions of credit in excess of the amount committed under or contemplated by
the Loan Documents, or in circumstances in which any condition to such extensions of credit has not been satisfied; any other exercise
or non-exercise, or any other failure, omission, breach, default, delay, or wrongful action in connection with any exercise or
non-exercise, of any right or remedy against the Borrower, any other Loan Party or any other Person under or in connection with
any Loan Document, any Related Agreement or any of the Guaranteed Liabilities or any Guarantors’ Obligation; any refusal
of payment or performance of any of the Guaranteed Liabilities or any Guarantors’ Obligation, whether or not with any reservation
of rights against any Guarantor; or any application of collections (including but not limited to collections resulting from realization
upon any direct or indirect security for the Guaranteed Liabilities) to other obligations, if any, not entitled to the benefits
of the Guaranty provided for in this Article XII, in preference to Guaranteed Liabilities or Guarantors’ Obligations
entitled to the benefits of the Guaranty provided for in this Article XII, or if any collections are applied to the payment
of Guaranteed Liabilities, any application to particular Guaranteed Liabilities;


 



    	 	130	 



     


    




(j)                
any taking, exchange, amendment, modification, waiver, supplement, termination, subordination, compromise, release, surrender,
loss, or impairment of, or any failure to protect, perfect, or preserve the value of, or any enforcement of, realization upon,
or exercise of rights, or remedies under or in connection with, or any failure, omission, breach, default, delay, or wrongful action
by the Administrative Agent or the other Secured Parties, or any of them, or any other Person in connection with the enforcement
of, realization upon, or exercise of rights or remedies under or in connection with, or, any other action or inaction by the Administrative
Agent or the other Secured Parties, or any of them, or any other Person in respect of, any direct or indirect security for any
of the Guaranteed Liabilities. As used in this Article XII, “direct or indirect security” for the Guaranteed
Liabilities, and similar phrases, includes any collateral security, guaranty, suretyship, letter of credit, capital maintenance
agreement, put option, subordination agreement, or other right or arrangement of any nature providing direct or indirect assurance
of payment or performance of any of the Guaranteed Liabilities, made by or on behalf of any Person;


 


(k)              
Any merger, consolidation, liquidation, dissolution, winding-up, charter revocation, or forfeiture, or other change in,
restructuring or termination of the corporate structure or existence of, the Borrower, any other Loan Party or any other Person;
any bankruptcy, insolvency, reorganization or similar proceeding with respect to the Borrower, any other Loan Party or any other
Person; or any action taken or election made by the Administrative Agent or the other Secured Parties, or any of them (including
but not limited to any election under Section 1111(b)(2) of the Bankruptcy Code), the Borrower, any other Loan Party or any
other Person in connection with any such proceeding;


 


(l)                
any defense, set-off, or counterclaim which may at any time be available to or be asserted by the Borrower, any other Loan
Party or any other Person with respect to any Loan Document, any of the Guaranteed Liabilities, any Guarantors’ Obligation,
or with respect to any Related Agreement; or any discharge by operation of Law or release of the Borrower, any other Loan Party
or any other Person from the performance or observance of any Loan Document or any of the Guaranteed Liabilities or Guarantors’
Obligations;


 


(m)            
any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor or any other Loan Party) which
might in any manner or to any extent vary the risks of such Loan Party, or might otherwise constitute a legal or equitable defense
available to, or discharge of, a surety or a guarantor, including any right to require or claim that resort be had to the Borrower
or any other Loan Party or to any Collateral or other security in respect of the Guaranteed Liabilities or Guarantors’ Obligations.


 


It is the express purpose
and intent of the parties hereto that this Guaranty, the Guaranteed Liabilities and the Guarantors’ Obligations hereunder
and under each Guarantor Joinder with respect hereto shall be absolute and unconditional under any and all circumstances and shall
not be discharged except by payment and performance as herein provided.


 






    	 	131	 



     


    

12.4         
Maximum Liability.


 


(a)               
Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, to the extent any
Guarantors’ Obligations shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable
Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to
the maximum amount that is permissible under applicable Law (whether federal or state and including any Debtor Relief Law). Any
analysis of the provisions hereof for purposes of Laws relating to fraudulent conveyances or transfers shall take into account
the contribution agreement established in Section 12.5.


 


(i)                
Each Guarantor’s maximum obligations hereunder (the “Maximum Guarantor Liability”) in any case
or proceeding referred to below (but only in such a case or proceeding) shall not be in excess of:


 


(A)             
in a case or proceeding commenced by or against such Guarantor under the Bankruptcy Code on or within one year from the
date on which any of the Guaranteed Liabilities are incurred, the maximum amount that would not otherwise cause the Guarantors’
Obligations of such Guarantor (or any other obligations of such Guarantor to Administrative Agent, Lenders and any other Person
holding any of the Guaranteed Liabilities or the Guarantors’ Obligations) to be avoidable or unenforceable against such Guarantor
under (x) Section 548 of the Bankruptcy Code or (y) any state fraudulent transfer or fraudulent conveyance act or statute applied
in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or


 


(B)             
in a case or proceeding commenced by or against such Guarantor under the Bankruptcy Code subsequent to one year from the
date on which any of the Guaranteed Liabilities or Guarantors’ Obligations of such Guarantor are incurred, the maximum amount
that would not otherwise cause the Guarantors’ Obligations of such Guarantor (or any other obligations of such Guarantor
to Administrative Agent, Lenders and any other Person holding any of the Guaranteed Liabilities or the Guarantors’ Obligations)
to be avoidable or unenforceable against such Guarantor under any state fraudulent transfer or fraudulent conveyance act or statute
applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or


 


(C)             
in a case or proceeding commenced by or against such Guarantor under any Debtor Relief Law other than the Bankruptcy Code,
the maximum amount that would not otherwise cause the Guarantors’ Obligations of such Guarantor (or any other obligations
of such Guarantor to Administrative Agent, Lenders and any other Person holding any of the Guaranteed Liabilities or the Guarantors’
Obligations) to be avoidable or unenforceable against such Guarantor under such Debtor Relief Law, including any state fraudulent
transfer or fraudulent conveyance act or statute applied in any such case or proceeding. (The substantive state or federal Laws
under which the possible avoidance or unenforceability of the Guarantors’ Obligations of such Guarantor (or any other obligations
of such Guarantor to Administrative Agent, Lenders and any other Person holding any of the Guaranteed Liabilities or the Guarantors’
Obligations) shall be determined in any such case or proceeding shall hereinafter be referred to as the “Avoidance Provisions”).


 


(ii)              
To the extent set forth above, but only to the extent that the Guarantors’ Obligations of such Guarantor or the transfers
made by such Guarantor under the Collateral Documents to which it is a party, would otherwise be subject to avoidance under any
Avoidance Provisions if such Guarantor is not deemed to have received valuable consideration, fair value, fair consideration or
reasonably equivalent value for such transfers or obligations, or if such transfers or the Guarantors’ Obligations of such
Guarantor would render such Guarantor insolvent, or leave such Guarantor with an unreasonably small capital or unreasonably small
assets to conduct its business, or cause such Guarantor to have incurred debts (or to have intended to have incurred debts) beyond
its ability to pay such debts as they mature, in each case as of the time any of such Guarantors’ Obligations are deemed
to have been incurred and transfers made under such Avoidance Provisions, then such Guarantors’ Obligations shall be reduced
to that amount which, after giving effect thereto, would not cause the Guarantors’ Obligations of such Guarantor (or any
other obligations of such Guarantor to Administrative Agent, Lenders and any other Person holding any of the Guaranteed Liabilities
or the Guarantors’ Obligations), as so reduced, to be subject to avoidance under such Avoidance Provisions. This paragraph
is intended solely to preserve the rights hereunder of Administrative Agent, Lenders and any other Person holding any of the Guaranteed
Liabilities to the maximum extent that would not cause such Guarantors’ Obligations to be subject to avoidance under any
Avoidance Provisions, and neither such Guarantor nor any other Person shall have any right, defense, offset, or claim under this
paragraph as against Administrative Agent, Lenders or any other Person holding any of the Guaranteed Liabilities or the Guarantors’
Obligations that would not otherwise be available to such Person under the Avoidance Provisions.


 



    	 	132	 



     


    




(b)              
Each Guarantor agrees that the Guarantors’ Obligations of such Guarantor may at any time and from time to time exceed
the Maximum Guarantor Liability, without impairing the guaranty or any provision contained herein or affecting the rights and remedies
of Administrative Agent hereunder.


 


12.5         
Contribution Agreement. To the extent that any Guarantor shall be required hereunder to pay any portion of
any Guaranteed Liability or Guarantors’ Obligation exceeding the greater of (i) the amount of the value actually received
by such Guarantor and its Subsidiaries from the Loans and other Guaranteed Liabilities and Guarantors’ Obligations and (ii)
the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Guaranteed Liabilities
and Guarantors’ Obligations (excluding the amount thereof repaid by Borrower) in the same proportion as such Guarantor’s
net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then
such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net
worth of such other Guarantors on such date of enforcement. The contribution agreement in this paragraph is intended only to define
the relative rights of the Guarantors and nothing set forth in this paragraph is intended to or shall impair the obligations of
the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with
the terms of this Agreement (up to the Maximum Guarantor Liability).


 


12.6         
Currency and Funds of Payment. All Guarantors’ Obligations for payment will be paid in lawful currency
of the United States of America and in immediately available funds, regardless of any Law now or hereafter in effect that might
in any manner affect the Guaranteed Liabilities, or the rights of any Secured Party with respect thereto as against the Borrower
or any other Loan Party, or cause or permit to be invoked any alteration in the time, amount or manner of payment by the Borrower
or any other Loan Party of any or all of the Guaranteed Liabilities.


 


12.7         
Subordination. For so long as this Agreement remains in effect, each Guarantor hereby unconditionally subordinates
all present and future debts, liabilities or obligations now or hereafter owing to such Guarantor (a) of the Borrower, to the payment
in full of the Guaranteed Liabilities, (b) of every other Guarantor (an “obligated guarantor”), to the payment in full
of the Guarantors’ Obligations of such obligated guarantor, and (c) of each other Person now or hereafter constituting a
Loan Party, to the payment in full of the obligations of such Loan Party owing to any Secured Party and arising under the Loan
Documents or with respect to any Secured Bank Product or Secured Hedge. All amounts due under such subordinated debts, liabilities,
or obligations shall, upon the occurrence and during the continuance of an Event of Default, be collected and, upon request by
the Administrative Agent, paid over forthwith to the Administrative Agent for the benefit of the Secured Parties on account of
the Guaranteed Liabilities, the Guarantors’ Obligations, or such other obligations, as applicable, and, after such request
and pending such payment, shall be held by such Guarantor as agent and bailee of the Secured Parties separate and apart from all
other funds, property and accounts of such Guarantor.


 



    	 	133	 



     


    




12.8         
Enforcement. Each Guarantor from time to time shall pay to the Administrative Agent for the benefit of the
Secured Parties, on demand, at the Administrative Agent’s Principal Office or such other address as the Administrative Agent
shall give notice of to such Guarantor, the Guarantors’ Obligations as they become or are declared due, and in the event
such payment is not made forthwith, the Administrative Agent may proceed to suit against any one or more or all of the Guarantors.
At the Administrative Agent’s election, one or more and successive or concurrent suits may be brought hereon by the Administrative
Agent against any one or more or all of the Guarantors, whether or not suit has been commenced against the Borrower, any other
Guarantor, or any other Person and whether or not the Secured Parties have taken or failed to take any other action to collect
all or any portion of the Guaranteed Liabilities or have taken or failed to take any actions against any Collateral securing payment
or performance of all or any portion of the Guaranteed Liabilities, and irrespective of any event, occurrence, or condition described
in Section 12.3.


 


12.9         
Set-Off and Waiver. Each Guarantor waives any right to assert against any Secured Party as a defense, counterclaim,
set-off, recoupment or cross claim in respect of its Guarantors’ Obligations, any defense (legal or equitable) or other claim
which such Guarantor may now or at any time hereafter have against the Borrower or any other Loan Party or any or all of the Secured
Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor.
Each Guarantor agrees that each Secured Party shall have a lien for all the Guarantors’ Obligations upon all deposits or
deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred
or assigned to such Secured Party or otherwise in the possession or control of such Secured Party for any purpose (other than solely
for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of
such Guarantor with the Secured Party, whether now existing or hereafter established, and hereby authorizes each Secured Party
from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or
any part thereof to such of the Guarantors’ Obligations to the Secured Parties then due and in such amounts as provided for
in this Agreement or otherwise as they may elect.


 


12.10     
Waiver of Notice; Subrogation.


 


(a)               
Each Guarantor hereby waives to the extent not otherwise expressly prohibited by applicable Law notice of the following
events or occurrences: (i) acceptance of the Guaranty set forth in this Article XII; (ii) the Lenders’ heretofore,
now or from time to time hereafter making Loans and issuing Letters of Credit and otherwise loaning monies or giving or extending
credit to or for the benefit of the Borrower or any other Loan Party, or otherwise entering into arrangements with any Loan Party
giving rise to Guaranteed Liabilities, whether pursuant to this Agreement or the Notes or any other Loan Document or Related Agreement
or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) presentment, demand, default,
non-payment, partial payment and protest; and (iv) any other event, condition, or occurrence described in Section 12.3.
Each Guarantor agrees that each Secured Party may heretofore, now or at any time hereafter do any or all of the foregoing in such
manner, upon such terms and at such times as each Secured Party, in its sole and absolute discretion, deems advisable, without
in any way or respect impairing, affecting, reducing or releasing such Guarantor from its Guarantors’ Obligations, and each
Guarantor hereby consents to each and all of the foregoing events or occurrences.


 



    	 	134	 



     


    




(b)              
Each Guarantor hereby agrees that payment or performance by such Guarantor of its Guarantors’ Obligations under this
Article XII may be enforced by the Administrative Agent on behalf of the Secured Parties upon demand by the Administrative
Agent to such Guarantor without the Administrative Agent being required, such Guarantor expressly waiving to the extent not otherwise
expressly prohibited by applicable Law any right it may have to require the Administrative Agent, to (i) prosecute collection or
seek to enforce or resort to any remedies against the Borrower or any other Guarantor or any other guarantor of the Guaranteed
Liabilities, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances
granted to the Administrative Agent or any Lender or other party to a Related Agreement by the Borrower, any other Guarantor or
any other Person on account of the Guaranteed Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED
AND AGREED BY SUCH GUARANTOR THAT DEMAND UNDER THE GUARANTY SET FORTH IN THIS ARTICLE XII MAY BE MADE BY THE ADMINISTRATIVE
AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS
AND IS CONTINUING.


 


(c)               
Each Guarantor further agrees that such Guarantor shall not exercise any of its rights of subrogation, reimbursement, contribution,
indemnity or recourse to security for the Guaranteed Liabilities until at least 95 days immediately following the Termination Date
shall have elapsed without the filing or commencement, by or against any Loan Party, of any state or federal action, suit, petition
or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment
of a receiver, liquidator, trustee or conservator in respect to, such Loan Party or its assets. If an amount shall be paid to any
Guarantor on account of such rights at any time prior to the Termination Date, such amount shall be held in trust for the benefit
of the Secured Parties and shall forthwith be paid to the Administrative Agent, for the benefit of the Secured Parties, to be credited
and applied upon the Guarantors’ Obligations, whether matured or unmatured, in accordance with the terms of this Agreement
or otherwise as the Secured Parties may elect. The agreements in this subsection shall survive repayment of all of the Guarantors’
Obligations, the termination or expiration of this Agreement in any manner and occurrence of the Termination Date.


 


12.11     
No Stay. Without limitation of any other provision set forth in this Article XII, if any declaration
of default or acceleration or other exercise or condition to exercise of rights or remedies under or with respect to any Guarantors’
Obligation or any of the Guaranteed Liabilities shall at any time be stayed, enjoined, or prevented for any reason (including but
not limited to stay or injunction resulting from the pendency against any Loan Party or any other Person of a bankruptcy, insolvency,
reorganization or similar proceeding), the Guarantors agree that, for the purposes of this Article XII and their obligations
hereunder, the Guarantors’ Obligations and the Guaranteed Liabilities shall be deemed to have been declared in default or
accelerated, and such other exercise or conditions to exercise shall be deemed to have been taken or met.


 


12.12     
Additional Guarantors. At any time after the initial execution and delivery of this Agreement to the Administrative
Agent and the Lenders, additional Persons may become parties to this Agreement and thereby acquire the duties and rights of being
Guarantors hereunder by executing and delivering to the Administrative Agent and the Lenders a duly executed Guarantor Joinder
pursuant to this Agreement. No notice of the addition of any Guarantor shall be required to be given to any pre-existing Guarantor
and each Guarantor hereby consents thereto.


 


12.13     
Reliance. Each Guarantor represents and warrants to the Administrative Agent, for the benefit of the Secured
Parties, that: (a) such Guarantor has adequate means to obtain on a continuing basis (i) from the Borrower, information concerning
the Loan Parties and the Loan Parties’ financial condition and affairs and (ii) from other reliable sources, such other information
as it deems material in deciding to provide its Guaranty under this Article XII and any Guarantor Joinder (“Other
Information”), and has full and complete access to the Loan Parties’ books and records and to such Other Information;
(b) such Guarantor is not relying on any Secured Party or its or their employees, directors, agents or other representatives or
Affiliates, to provide any such information, now or in the future; (c) such Guarantor has been furnished with and reviewed
the terms of such Loan Documents and Related Agreements as it has requested, is executing this Agreement (or the Guarantor Joinder
to which it is a party, as applicable) freely and deliberately, and understands the obligations and financial risk undertaken by
providing its Guaranty under this Agreement; (d) such Guarantor has relied solely on the Guarantor’s own independent investigation,
appraisal and analysis of the Borrower and the other Loan Parties, such Persons’ financial condition and affairs, the Other
Information, and such other matters as it deems material in deciding to provide this Guaranty and is fully aware of the same; and
(e) such Guarantor has not depended or relied on any Secured Party or its or their employees, directors, agents or other representatives
or Affiliates, for any information whatsoever concerning the Borrower or the Borrower’s financial condition and affairs or
any other matters material to such Guarantor’s decision to provide this Guaranty, or for any counseling, guidance, or special
consideration or any promise therefor with respect to such decision. Each Guarantor agrees that no Secured Party has any duty or
responsibility whatsoever, now or in the future, to provide to such Guarantor any information concerning the Borrower or any other
Loan Party or such Persons’ financial condition and affairs, or any Other Information, other than as expressly provided herein,
and that, if such Guarantor receives any such information from any Secured Party or its or their employees, directors, agents or
other representatives or Affiliates, such Guarantor will independently verify the information and will not rely on any Secured
Party or its or their employees, directors, agents or other representatives or Affiliates, with respect to such information.


 



    	 	135	 



     


    




12.14     
Receipt of Credit Agreement, Other Loan Documents, Benefits.


 


(a)               
Each Guarantor hereby acknowledges that it has received a copy of this Agreement and the other Loan Documents and each Guarantor
certifies that the representations and warranties made therein with respect to such Guarantor are true and correct in all material
respects. Further, each Guarantor acknowledges and agrees to perform, comply with, and be bound by all of the provisions of this
Agreement and the other Loan Documents applicable to such Guarantor.


 


(b)              
Each Guarantor hereby acknowledges, represents, and warrants that it receives direct and indirect benefits by virtue of
its affiliation with Borrower and the other Guarantors and that it will receive direct and indirect benefits from the financing
arrangements contemplated by this Agreement and that such benefits, together with the rights of contribution and subrogation that
may arise in connection herewith are a reasonably equivalent exchange of value in return for providing the Guaranty set forth in
this Article XII.


 


12.15     
Joinder. Each Person that shall at any time execute and deliver to the Administrative Agent a Guarantor Joinder
shall thereupon irrevocably, absolutely and unconditionally become a party hereto and obligated hereunder as a Guarantor, and all
references herein and in the other Loan Documents to the Guarantors or to the parties to this Guaranty shall be deemed to include
such Person as a Guarantor hereunder.


 


[SIGNATURE PAGES FOLLOW]


 



    	 	136	 



     


    




IN WITNESS WHEREOF,
the parties hereto, by their officers thereunto duly authorized, have executed this Agreement as of the day and year first above
written.


 


	 	BORROWER:
	 	 	 
	 	SHENANDOAH TELECOMMUNICATIONS COMPANY, as Borrower
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

	 	GUARANTORS:
	 	 	 
	 	SHENTEL COMMUNICATIONS, LLC
	 	SHENTEL CABLE OF SHENANDOAH COUNTY, LLC
	 	SHENANDOAH CABLE TELEVISION, LLC
	 	SHENANDOAH PERSONAL COMMUNICATIONS, LLC
	 	SHENANDOAH MOBILE, LLC
	 	SHENTEL MANAGEMENT COMPANY
	 	SHENTEL CABLE COMMUNICATIONS, LLC, each as a Guarantor
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 


 


 


 


 







     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	COBANK, ACB, as Administrative Agent, Joint Lead Arranger, Co-Bookrunner,
    Issuing Lender, Swing Line Lender and as a Lender
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 Gloria Hancock
	 	Title:	 Managing Director




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	ROYAL BANK OF CANADA, as Syndication Agent, Joint Lead Arranger, Co-Bookrunner
    and as a Lender
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	FIFTH THIRD BANK, as Syndication Agent, Joint Lead Arranger and as a Lender
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	BANK OF AMERICA, N.A., as Joint Lead Arranger, Co-Documentation Agent and
    as a Lender
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	CAPITAL ONE, NATIONAL ASSOCIATION, as Joint Lead Arranger, Co-Documentation
    Agent and as a Lender
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 




 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	CITIZENS BANK, N.A., as Joint Lead Arranger, Co-Documentation Agent and as
    a Lender
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Joint Lead Arranger, Co-Documentation
    Agent and as a Lender
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	WEBSTER BANK, N.A. as a Lender
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	COMPEER FINANCIAL, FLCA, as a Voting Participant pursuant to Section 11.7(d)
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	FARM CREDIT BANK OF TEXAS, as a Voting Participant pursuant to Section 11.7(d)
	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	AGFIRST FARM CREDIT BANK, as a Voting Participant pursuant to Section 11.7(d)
	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 




 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant pursuant to
    Section 11.7(d)
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	FARM CREDIT MID-AMERICA, FLCA f/k/a FARM CREDIT SERVICES OF MID-AMERICA, FLCA,
    as a Voting Participant pursuant to Section 11.7(d)
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	FCS COMMERCIAL FINANCE GROUP, for AGCOUNTRY FARM CREDIT SERVICES, FLCA, as
    a Voting Participant pursuant to Section 11.7(d)
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	GREENSTONE FARM CREDIT SERVICES, as a Voting Participant pursuant to Section
    11.7(d)
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	AMERICAN AGCREDIT, FLCA, as a Voting Participant pursuant to Section 11.7(d)
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	FARM CREDIT WEST, FLCA, as a Voting Participant pursuant
    to Section 11.7(d)
	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	MIDATLANTIC FARM CREDIT, as a Voting Participant pursuant
    to Section 11.7(d)
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant
    pursuant to Section 11.7(d)
	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	AGCHOICE FARM CREDIT, FLCA, as a Voting Participant pursuant
    to Section 11.7(d)
	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	GOLDEN STATE FARM CREDIT, FLCA, as a Voting Participant
    pursuant to Section 11.7(d)
	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	FARM CREDIT EAST, ACA, as a Voting Participant pursuant
    to Section 11.7(d)
	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	 	WESTERN AGCREDIT, PCA, as a Voting Participant pursuant
    to Section 11.7(d)
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 






     


     


    

SCHEDULE 1.1(A)


COMMITMENTS OF LENDERS AND ADDRESSES
FOR NOTICES


 


Part 1 - Commitments of Lenders


 


	Lender	Revolver	Term Loan A-1	Term Loan A-2	Totals
	Revolving 

Loan 

Commitment	Pro Rata Share 

of Revolving 

Loan 

Commitment	Term Loan A-1	Pro Rata Share 

of Term Loan 

A-1	Term Loan A-2	Pro Rata Share 

of Term Loan 

A-2	Total 

Commitment 

and Loan	Pro Rata Share 

of Total 

Commitment 

and Loan
	CoBank, ACB	$13,140,000.00	 	$0	 	$498,784,500.00	 	$511,924,500.00	 
	Royal Bank of Canada	$11,700,000.00	 	$52,222,500.00	 	$0	 	$63,922,500.00	 
	Fifth Third Bank	$11,200,000.00	 	$52,635,000.00	 	$0	 	$63,835,000.00	 
	Capital One, National Association	$11,200,000.00	 	$52,635,000.00	 	$0	 	$63,835,000.00	 
	Bank of America, N.A.	$9,700,000.00	 	$45,622,500.00	 	$0	 	$55,322,500.00	 
	Citizens Bank, N.A.	$8,200,000.00	 	$38,610,000.00	 	$0	 	$46,810,000.00	 
	The Toronto-Dominion Bank, New York Branch	$7,000,000.00	 	$35,475,000.00	 	$0	 	$42,475,000.00	 
	Webster Bank, National Association	$2,860,000.00	 	$14,140,500.00	 	$0	 	$17,000,500.00	 
	
        All Lenders

         
	$75,000,000	100%	$291,340,500	100%	$498,784,500	100%	$865,125,000	100%


 


 






     


     


    

Part 2 - Commitments of Swing Line Lender and Issuing
Lenders


 


 


	Lender	SWING LINE cOMMITMENT
	cObANK, acb, AS sWING lINE lENDER	$10,000,000
	 	lETTER OF cREDIT cOMMITMENT
	cObANK, acb, AS AN ISSUING lENDER	$10,000,000


 


 


 


 


 


 






     


     


    

SCHEDULE 1.1(A)


COMMITMENTS OF LENDERS AND ADDRESSES
FOR NOTICES


 


Part 3 - Addresses for Notices to Administrative Agent, Initial
Issuing Lender, Swing Line Lender, Borrower and Guarantors:


 


ADMINISTRATIVE AGENT, ISSUING LENDER, and SWING LINE LENDER


	Name:	 	CoBank, ACB
	Address:	 	6340 S. Fiddlers Green Circle
	 	 	Greenwood Village, CO 80111
	Attention:	 	Communications Banking Group
	Telephone:	 	(303) 740-4000
	Telecopy:	 	(303) 224-2718 and (303) 740-4021
	Email:	 	cobankloanaccounting@cobank.com; ghancock@cobank.com




 


With a Copy To:


	Name:	 	CoBank, ACB
	Address:	 	2300 Windy Ridge Parkway, SE, Suite 370S
	 	 	Atlanta, Georgia 30339
	 	 	Attention: Communications Banking Group
	Telephone:	 	(770) 618-3200
	Telecopy:	 	(770) 618-3202




 


BORROWER:


	Name:	 	Shenandoah Telecommunications Company
	Address:	 	500 Shentel Way, P.O. Box 459
	 	 	Edinburg, VA 22824
	Attention:	 	Vice President and Chief Financial Officer
	Telephone:	 	540-984-5161
	Telecopy:	 	(540) 984-8192
	Email:	 	Jim.Woodward@emp.shentel.com




 


GUARANTORS:


In the care of the Borrower in accordance with the notice


information for the Borrower set forth above.






     


     


    

SCHEDULE 1.1(B)


MINORITY INVESTMENTS


 


 


 






     


     


    

SCHEDULE 1.1(C)


EXISTING LIENS


 


 


 


 






     


     


    

SCHEDULE 5.1


JURISDICTION OF ORGANIZATION


 


 






     


     


    

SCHEDULE 5.6


SUBSIDIARIES


 


 






     


     


    

SCHEDULE 5.8


GOVERNMENTAL AUTHORIZATIONS


 


 


 






     


     


    

SCHEDULE 7.5


EXISTING INVESTMENTS1


 


 


 


 


 


 


 


___________________


1
To be confirmed/updated.






     


     


    

SCHEDULE 11.7


VOTING PARTICIPANTS