Exhibit 10.1


 





Execution Version


 


CREDIT AGREEMENT


 


by and among


 


OTELCO INC., a Delaware corporation, as BORROWER


 


THE GUARANTORS PARTY HERETO,


 


THE LENDERS PARTY HERETO


 


and


 


COBANK, ACB, as Administrative Agent, Issuing
Lender and Swing Line Lender


 


Dated as of November 2, 2017


 




     


     


    

  


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	I.	CERTAIN DEFINITIONS	1
	 	1.1	Certain Definitions	1
	 	1.2	Construction	34
	 	1.3	Accounting Principles	34
	 	1.4	Rounding	34
	 	1.5	Letter of Credit Amounts	34
	 	1.6	Covenant Compliance Generally	35
	 	1.7	Administration of Rates	35
	 	1.8	Holidays	35
	 	 	 	 
	II.	CREDIT FACILITIES	35
	 	2.1	Term Loans	35
	 	2.2	Revolving Loans	38
	 	2.3	Swing Line Loans	39
	 	2.4	Interest Rate Provisions	41
	 	2.5	Interest Periods	42
	 	2.6	Making of Loans	42
	 	2.7	Fees	43
	 	2.8	Notes	44
	 	2.9	Letter of Credit Subfacility	44
	 	2.10	Payments	50
	 	2.11	Interest Payment Dates	50
	 	2.12	Voluntary Prepayments and Reduction of Commitments	51
	 	2.13	Mandatory Prepayments	52
	 	2.14	Sharing of Payments by Lenders	53
	 	2.15	Defaulting Lenders	54
	 	2.16	Cash Collateral	56
	 	2.17	CoBank Capital Plan	57
	 	 	 	 
	III.	INCREASED COSTS; TAXES; ILLEGALITY; INDEMNITY	57
	 	3.1	Increased Costs	57
	 	3.2	Taxes	59
	 	3.3	Illegality	62
	 	3.4	LIBOR Rate Option Unavailable; Interest After Default	62
	 	3.5	Indemnity	63
	 	3.6	Mitigation Obligations; Replacement of Lenders	63
	 	3.7	Survival	64
	 	 	 	 
	IV.	CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT	64
	 	4.1	First Loans and Letters of Credit	65
	 	4.2	Each Loan or Letter of Credit	67


 




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	V.	REPRESENTATIONS AND WARRANTIES	67
	 	5.1	Organization and Qualification	67
	 	5.2	Compliance With Laws	67
	 	5.3	Title to Properties	68
	 	5.4	Investment Company Act	68
	 	5.5	Event of Default	68
	 	5.6	Subsidiaries and Owners	68
	 	5.7	Power and Authority; Validity and Binding Effect	68
	 	5.8	No Conflict; Material Agreements; Consents	69
	 	5.9	Litigation	69
	 	5.10	Financial Statements	69
	 	5.11	Margin Stock	70
	 	5.12	Full Disclosure	70
	 	5.13	Taxes	71
	 	5.14	Intellectual Property; Other Rights	71
	 	5.15	Liens in the Collateral	71
	 	5.16	Insurance	71
	 	5.17	Employee Benefits Compliance	71
	 	5.18	Environmental Matters	72
	 	5.19	Communications Regulatory Matters	73
	 	5.20	Solvency	73
	 	5.21	Qualified ECP Guarantor	73
	 	5.22	Transactions with Affiliates	73
	 	5.23	Labor Matters	74
	 	5.24	Anti-Corruption; Anti-Terrorism and Sanctions	74
	 	5.25	Borrower’s Status as a Holding Company	74
	 	 	 	 
	VI.	AFFIRMATIVE COVENANTS	74
	 	6.1	Reporting Requirements	75
	 	6.2	Preservation of Existence, Etc	77
	 	6.3	Preservation of Licenses	77
	 	6.4	Payment of Liabilities, Including Taxes, Etc	77
	 	6.5	Maintenance of Insurance	78
	 	6.6	Maintenance of Properties and Leases	78
	 	6.7	Visitation Rights	79
	 	6.8	Keeping of Records and Books of Account	79
	 	6.9	Compliance with Laws	79
	 	6.10	Further Assurances	79
	 	6.11	CoBank Equity	81
	 	6.12	Use of Proceeds	81
	 	6.13	Reserved	81
	 	6.14	Material Agreements	81
	 	6.15	Benefit Plan Compliance	81
	 	6.16	Interest Rate Protection	81
	 	6.17	Post-Closing Deliveries	82
	 	 	 	 
	VII.	NEGATIVE COVENANTS	82
	 	7.1	Indebtedness	82
	 	7.2	Liens	83
	 	7.3	Affiliate Transactions	83
	 	7.4	Contingent Obligations	83
	 	7.5	Loans and Investments	83


 




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	 	7.6	Dividends and Related Distributions	84
	 	7.7	Liquidations, Mergers, Consolidations, Acquisitions	85
	 	7.8	Dispositions of Assets or Subsidiaries	85
	 	7.9	Use of Proceeds	86
	 	7.10	Subsidiaries, Partnerships and Joint Ventures	86
	 	7.11	Continuation of or Change in Business	86
	 	7.12	Fiscal Year	86
	 	7.13	Issuance of Equity Interests	86
	 	7.14	Changes in Organizational Documents	86
	 	7.15	Negative Pledges; Other Inconsistent Agreements	87
	 	7.16	Material Agreements	87
	 	7.17	Employee Plans	87
	 	7.18	Management Fees	87
	 	7.19	Borrower as a Holding Company	87
	 	7.20	Capital Expenditures	87
	 	7.22	Independence of Covenants	88
	 	 	 	 
	VIII.	FINANCIAL COVENANTS	88
	 	8.1	Minimum Fixed Charge Coverage Ratio	88
	 	8.2	Leverage Ratio	88
	 	 	 	 
	IX.	EVENTS OF DEFAULT	89
	 	9.1	Events of Default	89
	 	9.2	Consequences of Event of Default	91
	 	 	 	 
	X.	THE ADMINISTRATIVE AGENT	93
	 	10.1	Appointment and Authority	93
	 	10.2	Rights as a Lender	93
	 	10.3	No Fiduciary Duty	94
	 	10.4	Exculpation	94
	 	10.5	Reliance by the Administrative Agent	95
	 	10.6	Delegation of Duties	95
	 	10.7	Filing Proofs of Claim	95
	 	10.8	Resignation of the Administrative Agent	96
	 	10.9	Resignation of Swing Line Lender or Issuing Lender	96
	 	10.10	Non-Reliance on the Administrative Agent and Other Lenders	97
	 	10.11	Enforcement	97
	 	10.12	No Other Duties, etc	97
	 	10.13	Authorization to Release Collateral and Loan Parties	98
	 	10.14	Compliance with Flood Laws	98
	 	10.15	No Reliance on the Administrative Agent’s Customer Identification Program	98
	 	10.16	Affiliates as Secured Parties	99
	 	 	 	 
	XI.	MISCELLANEOUS	99
	 	11.1	Modifications, Amendments or Waivers	99
	 	11.2	No Implied Waivers; Cumulative Remedies	100
	 	11.3	Expenses; Indemnity; Damage Waiver	101
	 	11.4	Notices; Effectiveness; Electronic Communication	102
	 	11.5	Severability	104
	 	11.6	Duration; Survival	104
	 	11.7	Successors and Assigns	104


 




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	 	11.8	Confidentiality	108
	 	11.9	Counterparts; Integration; Effectiveness	109
	 	11.10	Choice of Law; Submission to Jurisdiction; Waiver of Venue; Service of Process; Waiver of Jury Trial	109
	 	11.11	USA Patriot Act Notice	111
	 	11.12	Payments Set Aside	111
	 	11.13	Secured Bank Products and Secured Hedge Agreements	111
	 	11.14	Interest Rate Limitation	111
	 	11.15	FCC and PUC Compliance	112
	 	11.16	Keepwell	112
	 	11.17	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	112
	 	 	 	 
	XII.	GUARANTY	113
	 	12.1	Guaranty	113
	 	12.2	Payment	113
	 	12.3	Absolute Rights and Obligations	113
	 	12.4	Maximum Liability	116
	 	12.5	Contribution Agreement	117
	 	12.6	Currency and Funds of Payment	117
	 	12.7	Subordination	117
	 	12.8	Enforcement	118
	 	12.9	Set-Off and Waiver	118
	 	12.10	Waiver of Notice; Subrogation	118
	 	12.11	No Stay	119
	 	12.12	Additional Guarantors	119
	 	12.13	Reliance	120
	 	12.14	Receipt of Credit Agreement, Other Loan Documents, Benefits	120
	 	12.15	Joinder	120


 




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LIST OF SCHEDULES AND EXHIBITS


 


	SCHEDULES	 	 
	 	 	 
	SCHEDULE 1.1(B)	-	COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
	SCHEDULE 1.1(P)	-	EXISTING LIENS
	SCHEDULE 5.1	-	QUALIFICATIONS TO DO BUSINESS AND JURISDICTION OF ORGANIZATION
	SCHEDULE 5.6	-	SUBSIDIARIES
	SCHEDULE 5.18	-	ENVIRONMENTAL DISCLOSURES
	SCHEDULE 5.19	-	LICENSES
	SCHEDULE 6.17	 	POST-CLOSING DELIVERIES
	SCHEDULE 7.1	-	EXISTING INDEBTEDNESS
	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	-	REVOLVING NOTE
	EXHIBIT F-2	-	SWING LINE NOTE
	EXHIBIT F-3	-	TERM LOAN NOTE
	EXHIBIT G	-	SOLVENCY CERTIFICATE
	EXHIBITS H1-H4	-	TAX COMPLIANCE CERTIFICATES
	EXHIBIT I	-	CONVERSION OR CONTINUATION NOTICE
	EXHIBIT J	 	NOTICE OF INCREMENTAL TERM LOAN BORROWING


 




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CREDIT AGREEMENT


 


THIS CREDIT AGREEMENT
(as the same may be amended, modified, supplemented, extended or restated from time to time, this “Agreement”)
is dated as of November 2, 2017, and is made by and among OTELCO INC., a Delaware corporation, as borrower (the “Borrower”),
each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and COBANK, ACB, a federally chartered instrumentality
of the United States (“CoBank”), in its capacity as Administrative Agent for the Secured Parties and as the
Issuing Lender and Swing Line Lender (each as hereinafter defined).


 


RECITALS


 


WHEREAS, the Borrower
has requested that the Lenders provide to the Borrower (a) commitments to fund a revolving credit facility in an aggregate
principal amount at any time outstanding not to exceed $5,000,000, and (b) a term loan facility in an aggregate principal
amount not to exceed $87,000,000 (as such aggregate principal amount may be increased from time to time in accordance herewith),
all as more particularly set forth in, and subject to the terms and conditions of, this Agreement. 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(e).


 


“Adjusted LIBOR
Rate” means for the 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.


 


“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).


 


“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 one half of one percent (0.50%) per
annum, and (c) the Adjusted LIBOR Rate for an Interest Period of one (1) month on such day plus one percent (1.00%)
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.


 




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“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 Leverage Ratio then in effect according to the Pricing
Grid below the heading “Applicable 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 Leverage Ratio then in effect
according to the Pricing Grid below the heading “Applicable Margin for Base Rate Loans”, or


 


(b)       the
percentage spread to be added to the Adjusted LIBOR Rate applicable to LIBOR Rate Loans based on the Leverage Ratio then in effect
according to the Pricing Grid below the heading “Applicable Margin for LIBOR Rate Loans”.


 


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 related Incremental Term Loan Funding Agreement, subject to Section 2.1 hereof.


 


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


 


“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, the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Assistant
Treasurer (or in the case of a Loan Party that is a limited liability company without officers, a manager or member authorized
under such Loan Party’s Organizational Documents) of such Loan Party 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 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.


 


“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.


 




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“Avoidance Provisions”
has the meaning set forth 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).


 


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


 


“Borrower”
has the meaning set forth in the preamble to this Agreement.


 


“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.


 


“Budget”
means, for the Borrower and its Subsidiaries, on a Consolidated basis, forecasted: (a) balance sheets, (b) profit and loss
statements, and (c) cash flow statements, all prepared on a consistent basis with the Borrower’s and the Subsidiaries’
historical financial statements. The Budget represents and will represent as of the date thereof the good faith estimate of the
Borrower and its senior management concerning the probable course of its and its Subsidiaries’ business.


 


“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 Expenditures”
means, with respect to any Person, the aggregate costs incurred by such Person during any measuring period for the acquisition
of any fixed assets or improvements or replacements of, substitutions for or additions to any existing fixed asset resulting in
a future economic benefit to such Person, and that are required to be capitalized in accordance with GAAP.


 




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“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 Available
for Dividends” means, with respect to any fiscal year of the Borrower, the result of (a) Consolidated EBITDA minus
(b) the sum of (i) debt service, (ii) Taxes paid in cash, (iii) Capital Expenditures and (iv) other non-recurring or unusual
cash charges, expenses, or losses, in each case for the Borrower for such fiscal year; provided, that, to the extent the components
of this clause (b) are deducted from Consolidated Net Income in connection with determining Consolidated EBITDA, such components
will only be included in this clause (b) to the extent such component was added back to Consolidated Net Income when determining
Consolidated EBITDA.


 


“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 the Issuing Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form
and substance 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 satisfactory to the Administrative Agent and each
applicable Lender (or its Affiliate). “Cash Collateral” shall have meanings correlative to the foregoing and
shall include the proceeds of such cash collateral and other credit support.


 


“Cash Equivalents”
means:


 


(a)       direct
obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and
credit of the United States of America maturing in twelve (12) months or less from the date of acquisition;


 


(b)       commercial
paper maturing in two hundred seventy (270) days or less rated not lower than A-1, by Standard & Poor’s or P-1 by Moody’s
on the date of acquisition;


 


(c)       demand
deposits, time deposits or certificates of deposit maturing within one year in commercial banks that are organized under the Laws
of the United States or any state thereof or that is a foreign bank or branch or agency thereof acceptable to the Administrative
Agent and, in any case, having combined capital, surplus and undivided profits in an amount equal to at least $1,000,000,000;


 


(d)       repurchase
agreements having maturities of not more than ninety (90) days from the date of acquisition which are entered into with major money
center banks included in the commercial banking institutions described in clause (c) above and which are secured by readily marketable
direct obligations of the United States of America or any agency thereof;


 


(e)       marketable
tax exempt securities rated A or higher by Moody’s or A+ or higher by Standard & Poor’s, in each case, maturing
within two hundred seventy (270) days from the date of acquisition thereof; and


 




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


 


“Cash Liquidity”
means all cash and Cash Equivalents of the Borrower as of the date of determination.


 


“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, or proceeds of a condemnation award or other compensation.


 


“Cerberus Senior
Credit Facilities” means, those certain term and revolving credit facilities in the original aggregate principal amount
of up to $90,000,000, as evidenced by the Cerberus Senior Loan Documents.


 


“Cerberus Senior
Loan Agreement” means that certain Loan Agreement, dated as of January 25, 2016, by and among Borrower, each subsidiary
of Borrower as a guarantor thereunder, the lenders from time to time party thereto and Cerberus Business Finance, LLC, a Delaware
limited liability company as collateral agent and administrative agent thereunder, as amended by that certain first amendment,
dated as of April 4, 2017.


 


“Cerberus Senior
Loan Documents” means, collectively, (i) the Cerberus Senior Loan Agreement, and (ii) all other agreements, instruments,
certificates, reports or other documents executed and delivered pursuant to the terms of the Cerberus Senior Loan Agreement evidencing
the Cerberus Senior Credit Facilities.


 


“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 Securities Exchange Act
of 1934, as amended) shall have acquired beneficial ownership (either within the meaning of Rules 13d-3 and 13d-5 promulgated by
the Securities and Exchange Commission under said 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 fifty one percent (51%) or more of the voting capital stock or other 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; or (b) within a period of twelve (12) consecutive calendar months, individuals
who were directors of the Borrower on the first day of such period (or replacement directors approved by at least a majority of
such individuals) shall cease to constitute a majority of the board of directors of the Borrower; or (c) the Borrower shall cease
to own, directly or indirectly, one hundred percent (100%) of the Equity Interests of each of its Subsidiaries except as permitted
by Sections 7.6 or 7.7 of this Agreement or (d) a “change in control” (or comparable term or provision)
under any document governing any Equity Interests of Borrower or any of its Subsidiaries.


 




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“Class”
means, when used in reference to any Loan, whether such Loan is a Revolving Loan, Swing line Loan, Term Loan or Incremental Term
Loan and, when used in reference to any Commitment, whether such Commitment is a Revolving Commitment, a Term Loan Commitment or
an Incremental Term Loan Commitment.


 


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


 


“CoBank”
has the meaning set forth in the preamble of this Agreement.


 


“CoBank Cash Management
Agreement” means any of the Master Agreement for Cash Management and Transaction Services or CoBank Cash Manager Agreement
(as applicable), between CoBank and the Borrower (including any further iterations of the foregoing entered into between CoBank
and the Borrower), including all exhibits, schedules and annexes thereto, and including all related forms delivered by the Borrower
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 Agreement, in form and substance approved by the Administrative Agent, executed by
the applicable Loan Party or Loan Parties and the counterparty to such Material Agreement 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 (including any Swing Line Commitment of a Swing Line Lender),
Term Loan Commitment and Incremental Term Loan Commitment or Commitments, as applicable, and “Commitments” means
the aggregate of the Revolving Commitments (including any Swing Line Commitment of a Swing Line Lender), Term Loan Commitments
and Incremental Term Loan Commitments of all of the Lenders.


 


“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.


 




    	 	6	 



     


    

 


“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 Compliance Officer of the Borrower, substantially in the form of Exhibit B
hereto.


 


“Compliance Officer”
means the Chief Executive Officer, President or Chief Financial Officer (or in the case of a Loan Party that is a limited liability
company without officers, a manager or member authorized under such Loan Party’s Organizational Documents) of the Borrower
or any Loan Party, as the case may be.


 


“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.


 


“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” means for any period of determination: (a) Consolidated Net Income for such period plus (b) to the extent
deducted in calculating Consolidated Net Income (other than amounts excluded in accordance with clauses (a) through (c) in the
proviso to the definition of Consolidated Net Income, which, for the avoidance of doubt, shall not be added back to Consolidated
EBITDA), without duplication, the sum of (i) depreciation, amortization and other non-cash charges (except to the extent that such
non-cash charges are reserved for cash charges to be taken in the future) during such period, (ii) Consolidated Interest Expenses
(including, without limitation, interest expense attributable to Capital Leases and all net payment obligations pursuant to Interest
Rate Hedge agreements) for such period, and (iii) all income taxes payable during such period, minus (c) non-cash
credits to net income, tax credits and interest income during such period, in each case of the Borrower and its Subsidiaries on
a Consolidated basis.


 


“Consolidated
Interest Expenses” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a)
all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection
with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case
to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Borrower and its Subsidiaries
with respect to such period under capital leases that is treated as interest in accordance with GAAP.


 




    	 	7	 



     


    

 


“Consolidated
Net Income” means, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period, determined
on a Consolidated basis, without duplication, in accordance with GAAP; provided, that in calculating Consolidated Net Income
of the Borrower and its Subsidiaries for any period, there shall be excluded (a) the net income (or loss) of any Person (other
than a Subsidiary which shall be subject to clause (c) below), in which the Borrower or any of its Subsidiaries has a joint
interest with a third party, except to the extent such net income is actually paid in cash to the Borrower or any of its Subsidiaries
by dividend or other distribution during such period, (b) the net income (or loss) of any Person accrued prior to the date
it becomes a Subsidiary of the Borrower or any of its Subsidiaries or is merged into or consolidated with the Borrower or any of
its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries except to the extent included
pursuant to the foregoing clause (a), and (c) the net income (if positive), of any Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries of such
net income (i) is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to such Subsidiary or (ii) would be subject to any taxes
payable on such dividends or distributions, but in each case only to the extent of such prohibition or taxes.


 


“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 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 should 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 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 and (iii) obligations under any revenue sharing agreement with vendors. The amount of any Contingent
Obligation shall be equal at all times to the amount of the obligations so guaranteed or otherwise supported or, if not a fixed
and determined amount, the maximum amount so guaranteed.


 


“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 ten percent (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.


 


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


 


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


 


“Credit Extension”
means the making, conversion or continuation of any Borrowing, Loan or Swing Line 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 on or after the Closing Date of any Indebtedness other than the
Obligations.


 




    	 	8	 



     


    

 


“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.


 


“Defaulting Lender”
means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within
two (2) 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 (ii) pay to the Administrative Agent, the 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 (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative
Agent or the Issuing Lender or 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 (3) 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
or other Governmental Authority acting in such a capacity or (z) is 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.


 


“Default Rate”
means, as of any date of determination, the following: (a) for Base Rate Loans, the rate determined in accordance with the Base
Rate Option as of such date plus an additional margin of two percent (2.00%) per annum, (b) for LIBOR Rate Loans, the rate
determined in accordance with the LIBOR Rate Option as of such date plus an additional margin of two percent (2.00%) per
annum, (c) for Letter of Credit Fees, the Applicable Letter of Credit Fee Rate as of such date plus an additional margin
of two percent (2.00%) per annum and (d) for all other Obligations, the rate determined in accordance with the Base Rate Option
as of such date plus an additional margin of two percent (2.00%) per annum.


 




    	 	9	 



     


    

 


“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.


 


“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.


 


“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, United Kingdom, Iceland, Liechtenstein, and Norway.


 


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


 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 11.7(b)(v) and Section 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, any materials, including 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 or safety; (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, disposal or permitting
or arranging for the disposal of any Hazardous Materials; (c) exposure to any Hazardous Materials; (d) the release or threatened
release of any Hazardous Materials; 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”
has the meaning specified in the Security Agreement.


 


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


 




    	 	10	 



     


    

 


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


 


“ERISA Affiliate”
means, at any time, any trade or business (whether or not incorporated) under common control with any Loan Party such that such
trade or business, together with such Loan Party and all other ERISA Affiliates, are treated as a single employer under Section 414
of the Code or Section 4001(b)(1) of ERISA.


 


“ERISA Event”
means (a) a “reportable event” (under Section 4043 of ERISA and regulations thereunder) with respect to a Pension
Plan; (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 or notification that a Multiemployer Plan is in reorganization; (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 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer 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 or Multiemployer Plan; (f) an event or condition that
results or could reasonably 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; (j) any transaction that
could subject any Loan Party or any ERISA Affiliate to liability under Section 4069 or 4212 of ERISA; (k) a prohibited section
with respect to a Plan within the meaning of Section 4975 of the Code or Section 406 of ERISA or a violation of the fiduciary responsibility
rules of Section 404 of ERISA; and (l) an event or condition that results, or could reasonably be expected to result, in any liability
under Section 4980H(a) of the Code, without qualifying for the reduced assessment under Section 49980H(b) of the Code, to any Loan
Party or any ERISA Affiliate.


 


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


 


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


 


“Excess Cash Flow”
means, with respect to the Borrower and its Consolidated Subsidiaries for any period, the excess of (a) Consolidated EBITDA for
such period over (b) the sum of (i) Capital Expenditures made during such period other than Capital Expenditures financed
by Permitted Debt plus (ii) the aggregate amount of scheduled debt service paid for such period (excluding payments made
pursuant to Section 2.12 and Section 2.13 during such period) and plus (iii) the amount of Taxes paid during
such period plus (iv) any decreases (or minus any increases) in working capital from the first day to the last day
of such period.


 




    	 	11	 



     


    

 


“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 Facility, the Swing Line Facility, the Letter of Credit Facility
and the Incremental Term Loan Facility.


 


“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) and any current or future regulations or official interpretations thereof
and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection
with the implementation of the foregoing.


 


“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 one one hundredth (1/100th) of one percent (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.


 




    	 	12	 



     


    

 


“Fee Letter”
means that certain fee letter dated as of September 1, 2017 between the Borrower and the Administrative Agent, together with any
other fee letters entered into between the Borrower and the Administrative Agent from time to time in connection with any Revolving
Increase or any Tranche of Incremental Term Loans.


 


“Fixed Charge
Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the most recently
ended consecutive fiscal four (4) quarter period to (b) Fixed Charges for the most recently ended consecutive fiscal four
(4) quarter period.


 


“Fixed Charges”
means for any period of determination the sum of interest expense (including, without limitation, interest expense attributable
to Capital Leases and all net payment obligations pursuant to Interest Rate Hedge agreements), income taxes paid in cash, scheduled
principal installments on Indebtedness (as adjusted for prepayments), and Capital Expenditures (not financed by the incurrence
of Indebtedness by any Loan Party (other than Revolving Loans) or issuance of equity of any Loan Party in each case permitted hereunder),
in each case of the Borrower and its Subsidiaries for such period determined and consolidated in accordance with GAAP.


 


“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.


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting Lender’s Pro Rata
Share of the outstanding Letter of Credit Obligations with respect to Letters of Credit issued by the 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.


 


“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 both as to classification of items and amounts.


 


“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.


 




    	 	13	 



     


    

 


“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 fees and expenses of counsel); (b) the prompt, full and faithful
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 each of the parties to this Agreement that is designated as a “Guarantor” on the signature page hereof
and each other Person that joins this Agreement as a Guarantor after the date hereof 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.


 


“Hazardous Materials”
means (a) any explosive or radioactive substances, materials or wastes, (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 or asbestos containing materials, infectious or medical waste, polychlorinated biphenyls,
radon gas, urea-formaldehyde insulation, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products
and (c) all other substances, materials or wastes of any nature regulated under or with respect to which liability or standards
of conduct are imposed pursuant to any Environmental Law.


 




    	 	14	 



     


    

 


“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 that, at the time it enters into a Hedge Agreement with a Loan Party for an Interest Rate Hedge with respect to
interest on the Obligations, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative
Agent.


 


“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).


 


“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(e); and “Incremental Term Loans” means collectively
all of the Incremental Term Loans.


 


“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(e).


 


“Incremental Term
Loan Funding Agreement” has the meaning assigned to such term in Section 2.1(e)(v).


 




    	 	15	 



     


    

 


“Incremental Term
Loan Notes” means the promissory notes of the Borrower substantially in the form of Exhibit C-3 hereto evidencing
any Tranche of Incremental Term Loans.


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:


 


(a)       all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)       all
direct or contingent obligations of such Person arising under standby letters of credit, bankers’ acceptances, bank guaranties,
surety bonds and similar instruments;


 


(c)       all
net obligations of such Person under each Hedge Agreement to which it is a party (provided, that the amount of any net obligation
under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date);


 


(d)       all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the
ordinary course of business and, in each case, not past due for more than sixty (60) days after the date on which such trade account
payable was created);


 


(e)       obligations
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such obligations shall have been assumed by
such Person or is limited in recourse;


 


(f)        all
obligations of such Person under Capital Leases and all its Synthetic Lease Obligations;


 


(g)       all
obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest
in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends; and


 


(h)       all
fixed payment obligations of any Person under any Guarantee of such Person in respect of any of the foregoing.


 


“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.


 


“Information”
has the meaning specified in Section 11.8.


 


“Initial Interest
Period” means the initial Interest Period following the Closing Date which shall be for a period commencing no earlier
than the Closing Date and ending on November 30, 2017.


 




    	 	16	 



     


    

 


“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 Law.


 


“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 the last Business Day of each calendar quarter after the date hereof and 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 Incremental Term Loans bear interest under the LIBOR Rate Option. Subject to the
last sentence of this definition, such period shall be one (1), two (2), three (3), six (6), or, to the extent made available by
all the Lenders, twelve (12) 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 next 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.


 


“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 Borrower, the Guarantor 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 capital stock or other securities 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 and any arrangement pursuant to which
the investor Guarantees Indebtedness of 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 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.


 


“Issuing Lender”
means CoBank, in its individual capacity as issuer of Letters of Credit hereunder.


 




    	 	17	 



     


    

 


“Joint Venture”
means a corporation, partnership, limited liability company or other entity in which any Person other than the Loan Parties and
their Subsidiaries holds, directly or indirectly, an equity interest.


 


“Landlord Agreement”
means any landlord’s waiver or other lien waiver or subordination agreement executed and delivered by a lessor, warehouse
operator or other applicable Person with respect to a leased location of any Loan Party to the Administrative Agent for the benefit
of the Lenders.


 


“Law”
means any law (including common law), constitution, statute, codes, treaty, regulation, rule, ordinance, opinion, release, ruling,
order, injunction, writ, decree, bond, judgment, authorization or approval, or award by 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,
any applicable PUC Laws and all Environmental Laws.


 


“Lenders”
means each of the financial institutions from time to time party hereto as a lender (including the Swing Line Lender, and any Additional
Incremental Term 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 Obligations, “Lenders” shall
include any Affiliate of a Lender to the extent such Affiliate is a Secured Party.


 


“Letter 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
Expiration Date” means the day that occurs thirty (30) days prior to the Maturity Date for Revolving Loans.


 


“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 $1,000,000.


 


“Leverage Ratio”
means, as of the end of any date of determination, the ratio of (a) all Indebtedness of the Borrower and its Subsidiaries determined
on a Consolidated basis as of such date to (b) Consolidated EBITDA for the consecutive four fiscal quarters ending as of
such date or most recently ended.


 




    	 	18	 



     


    

 


“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, (a) 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 and (b) the LIBOR Rate for the Initial Interest Period (if applicable) shall be the rate determined based on a
linear interpolation between (i) the LIBOR Rate for an interest period that is the next shortest interest period reported by the
Service to the duration of the Initial Interest Period and (ii) the LIBOR Rate for an interest period that is the next longest
interest period reported by the Service to the duration of the Initial Interest Period.


 


“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).


 


“Licenses”
means any cable television franchise or any landline telephone, cellular telephone, microwave, personal communications, commercial
mobile radio service, or other telecommunications or similar 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, 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.


 


“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, deposit arrangement or lease intended as, or having the
effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance
is created or exists at the time of the filing).


 


“Loan Documents”
means this Agreement, the Fee Letter, the Collateral Documents, the Solvency Certificates, the Perfection and Diligence Certificate,
the Landlord Agreements (if any), the Notices of Incremental Term Loan Borrowing (if any), the Incremental Term Loan Funding Agreements
(if any), the Notices of Revolving Facility Increase (if any), the Notes and any other instruments, certificates or documents delivered
in connection herewith or therewith, all as amended, restated, reaffirmed, reconfirmed, replaced, substituted or otherwise modified
from time to time.


 


“Loan Parties”
means the Borrower and the Guarantors.


 


“Loan Request”
means a request for any of 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.


 


“Mandatory Prepayment
of Excess Cash Flow” has the meaning specified in Section 2.13(f).


 




    	 	19	 



     


    

 


“Material Account”
means all deposit, securities or other investment accounts in the name of any Loan Party to the extent the average daily balance
of any such account determined after giving effect to any daily sweeps thereof (or market value of such account), for the most
recently completed six (6) calendar months, individually, exceeds $150,000 or, in the aggregate, exceeds $300,000; provided, however,
that the Borrower’s account with KeyBank existing on the Closing Date, shall not be considered a Material Account for so
long as such account remains open for no longer than the period commencing on the Closing Date to a date that is one (1) year after
the Closing Date; provided, further, that should the Borrower’s existing account with KeyBank remain open for a period longer
than one (1) year after the Closing Date, such account shall immediately be considered a Material Account, and become subject to
any requirements with respect to Material Accounts under the Loan Agreement and the other Loan Documents.


 


“Material Adverse
Change” means any circumstance or event, or series of circumstances or events, that has or could reasonably be expected
to have any material adverse effect whatsoever upon (a) the business, properties, assets, condition (financial or otherwise),
operations, or liabilities (actual or contingent) of the Borrower individually or the Loan Parties, taken as a whole, (b) the
legality, binding effect, validity or enforceability of this Agreement or any other Loan Document, (c) the ability of the
Borrower individually or the Loan Parties, taken as a whole, to duly and punctually pay or perform any of the Secured Obligations,
or (d) the ability of the Administrative Agent or any other Secured Party to enforce their legal remedies pursuant to this
Agreement or any other Loan Document.


 


“Material Agreement”
means any (a) agreement, contract, note, bond, debenture or other instrument evidencing Material Indebtedness, or (b) any
agreement, contract or other instrument to which any Loan Party or any Subsidiary of any Loan Party is a party or that is binding
upon any Loan Party or any Subsidiary of any Loan Party or its respective property the revocation, suspension or termination (prior
to the stated termination date therefor) of which could reasonably be expected to result in a Material Adverse Change.


 


“Material Indebtedness”
means Indebtedness (other than the Obligations) in an aggregate principal amount exceeding $1,000,000.


 


“Material Leased
Property” means any real property leased or licensed by any Loan Party that (a) is the headquarters or principal place
of business of any Loan Party or (b) is a headend site, switch site or such other location, in each case, the loss of which would
reasonably be expected to have a Material Adverse Change.


 


“Material Owned
Property” means any real property owned by any Loan Party in fee simple (a) that has a book value in excess of $1,000,000,
(b) that is the headquarters or principal place of business of any Loan Party, or (c) as to which the loss thereof would have a
Material Adverse Change.


 


“Maturity Date”
means the earlier of (a) the date of acceleration of the Obligations in accordance with Section 9.2 and (b) November 2,
2022.


 


“Maximum Aggregate
Increase Amount” means, with respect to the Incremental Term Loan Facility, an aggregate principal amount for all Tranches
of Incremental Term Loans made pursuant to Section 2.1(e) not to exceed $20,000,000.


 


“Maximum Guarantor
Liability” has the meaning specified in Section 12.4.


 


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


 




    	 	20	 



     


    

 


“Minimum Collateral
Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount
equal to one hundred and five percent (105%) of the Fronting Exposure of the Issuing Lender with respect to Letters of Credit issued
and outstanding at such time and (b) otherwise, an amount determined by the Administrative Agent and the Issuing Lender in
its sole discretion.


 


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


 


“Mortgage”
means each mortgage or deed of trust (as applicable) in a form acceptable to the Administrative Agent in its reasonable discretion
executed and delivered by a Loan Party to the Administrative Agent for the benefit of the Lenders with respect to certain of the
real estate owned or leased by such Loan Party.


 


“Multiemployer
Plan” means any employee benefit plan 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 (5) 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).


 


“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 of its Subsidiaries in respect of such Debt Incurrence, minus (ii) customary, bona fide, out-of-pocket
direct costs incurred by such Loan Party and its Subsidiaries in connection such issuance;


 


(b)       in
the case of any Equity Issuance, an amount equal to: (i) the aggregate amount of all cash and Cash Equivalents received by any
Loan Party or any of its Subsidiaries in respect of such Equity Issuance, minus (ii) customary, bona fide, out-of-pocket
direct costs incurred by such Loan Party and its Subsidiaries in connection with such issuance;


 


(c)       in
the case of any Casualty Event, an amount equal to: (i) the aggregate amount of all cash and Cash Equivalents received by any Loan
Party or any of its Subsidiaries from such Casualty Event, minus (ii) the sum of all customary, bona fide, out-of-pocket
direct costs incurred by such Loan Party and its Subsidiaries in connection with collecting such cash payments; and


 


(d)       in
the case of any Disposition, an amount equal to: (i) the aggregate amount of all cash and Cash Equivalents received by any Loan
Party or any of its Subsidiaries from such 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) the sum of (x) all income taxes and other taxes assessed by a Governmental Authority
as a result of such transaction, (y) all customary, bona fide, out-of-pocket direct transaction costs incurred by such Loan Party
and its Subsidiaries in connection with such Disposition, and (z) amounts applied to repayment of permitted Indebtedness (other
than the Obligations) secured by a Permitted Lien on the asset or property disposed of having priority over the Lien of the Administrative
Agent on the Collateral;


 




    	 	21	 



     


    

  


provided that, so long as no Default
or Event of Default shall have occurred and be continuing or would result therefrom, Net Cash Proceeds shall not include any amounts
(1) with respect to clause (c) above to the extent that such amounts are used for repairs to or replacements of the property
subject to such Casualty Event; or 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 such Loan Party, within one
hundred eighty (180) days after the receipt thereof or (2) with respect to clause (d) above to the extent that such amounts
are reinvested in productive assets (other than inventory) of a kind then used or usable in the business of such Loan Party, within
one hundred eighty (180) days after the receipt thereof. To the extent reinvestment is permitted, such Net Cash Proceeds must
be deposited and held in a deposit account of which the Administrative Agent has “control” (as defined in Article
9 of the UCC) until reinvested and must be reinvested in assets subject to the Lien of the Administrative Agent under the Collateral
Documents, subject only to Permitted Liens.


 


“New Revolving
Lender” has the meaning specified in Section 2.2(e).


 


“NewSpring Subordinate
Credit Facility” means that certain term loan facility in the aggregate principal amount of $15,300,000 (plus principal
consisting of deferred interest payments), as evidenced by the NewSpring Subordinate Loan Documents.


 


“NewSpring Subordinate
Loan Agreement” means that certain Loan Agreement, dated as of January 25, 2016, by and among Borrower and each subsidiary
of Borrower as “borrowers” thereunder, the investors from time to time party thereto and NewSpring Mezzanine Capital
III, L.P., a Delaware limited partnership, as collateral agent and an investor, as amended by that certain Amendment No. 1, dated
as of February 17, 2016 and by that certain Amendment No. 2, dated as of April 4, 2017.


 


“NewSpring Subordinate
Loan Documents” means, collectively, (i) the NewSpring Subordinate Loan Agreement, and (ii) all other agreements, instruments,
certificates, reports or other documents executed and delivered pursuant to the terms of the NewSpring Subordinate Loan Agreement
evidencing the NewSpring Subordinate Credit Facilities.


 


“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 Notes and the Swing Line 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.


 




    	 	22	 



     


    

 


“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.


 


“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 and/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.


 


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


 




    	 	23	 



     


    

 


“Pension Plan”
means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), other than a Multiemployer 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 in substantially the form of Exhibit E hereto, executed and delivered
by an Authorized Officer of each Loan Party to the Administrative Agent.


 


“Permitted Intercompany
Investments” means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not
a Loan Party to or in another Subsidiary that is not a Loan Party, (c) a Subsidiary that is not a Loan Party to or in a Loan Party,
so long as, in the case of any loan or advance, (x) the amount of any such loan or advance does not exceed $750,000 in the aggregate
during the term of this Agreement and (y) the parties thereto are party to an intercompany subordination agreement in favor of
the Administrative Agent, which intercompany subordination agreement shall be in form and content acceptable to the Administrative
Agent in its sole discretion, and (d) a Loan Party to or in a Subsidiary that is not a Loan Party (including, without limitation,
a Restricted Subsidiary) so long as, for purposes of this clause (d), the aggregate amount of all such Investments made by
the Loan Parties to or in Subsidiaries that are not Loan Parties does not exceed $100,000 at any time outstanding.


 


“Permitted Liens”
means:


 


(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 books;


 


(b)       pledges
or deposits made in the ordinary course of business to secure payment of worker’s compensation, or to participate in any
fund in connection with worker’s compensation, unemployment insurance, old-age pensions or other social security programs,
other than any Lien imposed by ERISA, provided that the aggregate amount of such pledges and deposits is less than $2,000,000;


 


(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 thirty (30) days or (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 books, provided
that the aggregate amount of such liabilities secured by Liens is less than $2,500,000;


 


(d)       good-faith
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)       encumbrances
consisting of zoning restrictions, easements, right-of-way or other encumbrances, title defects and restrictions on the use of
real property that in the aggregate are not substantial in amount and none of which materially impairs the use of such property
or the value thereof, none of which is violated in any material respect by existing or proposed structures or land use and which
do not interfere with the ordinary conduct of the business of the applicable Loan Party;


 




    	 	24	 



     


    

 


(f)        Liens,
security interests and mortgages in favor of the Administrative Agent for the benefit of the Secured Parties;


 


(g)       any
Lien existing on the date of this Agreement and described on Schedule 1.1(P), provided that (a) the principal amount secured
thereby is not hereafter increased, (b) no additional assets become subject to such Lien, (c) the direct or contingent obligor
with respect thereto is not changed and (d) any renewal or extension of the Obligations secured or benefitted thereby is permitted
by Section 7.1(b);


 


(h)       CoBank’s
statutory Lien in the CoBank Equities;


 


(i)        Liens
resulting from judgments or orders not constituting an Event of Default under Section 9.1(f);


 


(j)       Liens
securing Indebtedness permitted under Section 7.1(c), provided, that (i) 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 and (ii) the Indebtedness
secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being so purchased, leased or
otherwise acquired on the date of its purchase, lease or other acquisition;


 


(k)       non-exclusive
licenses of Intellectual Property rights in the ordinary course of business;


 


(l)        rights
of set-off or bankers’ liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent
incurred in connection with the maintenance of such deposit accounts in the ordinary course of business;


 


(m)      licenses,
sublicenses, leases or subleases granted to other Persons in the ordinary course of business not materially interfering with the
conduct of the business of any of the Loan Parties;


 


(n)       precautionary
financing statement filings regarding operating leases; and


 


(o)       Liens
on cash that is pledged as cash collateral to secure letters of credit permitted under Section 7.1(g) in an amount not to exceed
105% of the greatest amount that can be drawn.


 


“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) 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 and Multiemployer Plans and set forth in, Sections 412, 430, 431, 432 and 436 of the Code and Sections
206, 302, 303, 304 and 305 of ERISA.


 




    	 	25	 



     


    

 


“Plan Qualification
Event” means with respect to any Plan that is intended to be a qualified plan under Section 401(a) of the Code or exempt
from tax under Section 501(a) or 501(c)(9) of the Code, any occurrence or event that results or could reasonably be expected to
result in the loss of the Plan’s qualified or tax-exempt status or for which the cost of correction under or related to the
IRS employee plans compliance resolution system or any successor program (including the cost of computing the correction, making
a submission to the IRS, making any payment to the IRS, the Plan or participants and any other related cost of correction) could
reasonably be expected to exceed $1,000,000.


 


“Platform”
has the meaning specified in Section 11.4.


 


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


 


	Level	 	Leverage Ratio	 	Applicable
    
 Unused 
 Commitment 
 Fee Rate	 	 	Applicable
    
 Letter of 
 Credit Fee 
 Rate	 	 	Applicable
    
 Margin for Base 
 Rate Loans	 	 	Applicable
    Margin 
 for LIBOR Rate 
 Loans	 
	I	 	Greater than or equal to 3.50 to 1.00	 	 	0.625	%	 	 	4.75	%	 	 	3.75	%	 	 	4.75	%
	II	 	Greater than or equal to 3.00 to 1.00 but less than 3.50 to 1.0	 	 	0.500	%	 	 	4.50	%	 	 	3.50	%	 	 	4.50	%
	III	 	Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00	 	 	0.375	%	 	 	4.25	%	 	 	3.25	%	 	 	4.25	%
	IV	 	Greater than 2.00 to 1.00 but less than or equal to 2.50 to 1.00	 	 	0.250	%	 	 	4.00	%	 	 	3.00	%	 	 	4.00	%



 


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


 


(a)       The
Applicable Margin, the Applicable Unused Commitment Fee Rate and the Applicable Letter of Credit Fee Rate shall be set at Level
II until receipt of the Compliance Certificate for the measurement period ending December 31, 2017.


 


(b)       The
Applicable Margin, the Applicable 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 measurement period ending on December 31, 2017 based on the Leverage Ratio as
of such quarter end. Any increase or decrease in the Applicable Margin, the Applicable 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 (5) Business Days following the date
on which the Compliance Certificate evidencing such computation is due to be 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 I shall apply as of
the first (1st) 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. Notwithstanding anything contained in this definition
to the contrary, to the extent that the Applicable Margin shall change as a result of operation of this clause (b), such change
shall not apply to any existing LIBOR Rate Loan until such time as the current Interest Period with respect to such LIBOR Rate
Loan expires.


 




    	 	26	 



     


    

 


(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 Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate
and (ii) a proper calculation of the 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 (c) shall not limit the rights of the Administrative Agent,
any Lender or the Issuing Lender, as the case may be, under 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 by the Administrative Agent 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 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 Facility as of any date of determination, (i) if any Term Loan Commitments remain
in effect, the proportion that a Term Lender’s unused Term Loan Commitments bears to the aggregate amount of Term Loan Commitments
of all of the Term Loan Lenders as of such date, or (ii) if the Term Loan Commitments have been terminated or have expired, the
proportion that the outstanding principal amount of a Term Loan Lender’s Term Loans as of such date bears to the aggregate
principal amount of all outstanding Term Loans as of such date, and (c) 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 Commitments 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 Loans 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.


 




    	 	27	 



     


    

 


“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 rules, regulations, and published policies of, and all Laws administered by, any PUC asserting jurisdiction
over any Loan Party or its Subsidiaries.


 


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


 


“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 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.


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender or (c) the 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 and including Voting Participants) having Total Credit Exposures representing
more than fifty percent (50%) of the Total Credit Exposures of all Lenders. With respect to economic changes applicable only to
one (1) of the Credit Facilities, “Required Lenders” shall be calculated with respect to only the Lenders (other than
any Defaulting Lender and including Voting Participants) holding Loans or Commitments of the applicable Credit Facility. 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 capital stock or other
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 capital stock or other Equity Interest, or on account of any return of capital to the Borrower stockholders, partners
or members (or the equivalent Person thereof).


 




    	 	28	 



     


    

 


“Restricted Subsidiary”
means any Subsidiary of the Borrower that is required by applicable Law to obtain consent from any Governmental Authority (including
the FCC or any applicable PUC) in order to execute or deliver any security agreement or guaranty of the Obligations. As of the
Closing Date, War Telephone LLC is a Restricted Subsidiary.


 


“Revolving Commitment”
means, as to any Revolving Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B),
as such Commitment is thereafter assigned or modified or increased pursuant to any Revolving Increase 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 $5,000,000.


 


“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 the promissory notes of the Borrower substantially in the form of Exhibit F-1 hereto evidencing the Revolving
Loans.


 


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


 


“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 OFAC, the U.S. Department
of State, the United Nations Security Council, the European Union or any EU member state or the United Kingdom, (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, fifty percent (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.


 


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


 




    	 	29	 



     


    

 


“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 at the time that such Hedge
Bank or its Affiliate is a Lender hereunder and (b) with respect to which such Hedge Bank has provided evidence satisfactory to
the Administrative Agent that (i) such Interest Rate Hedge is documented in a standard International Swaps and Derivatives Association,
Inc. Master 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, all Guaranteed Liabilities and all Other Liabilities, but excluding all Excluded Swap Obligations.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the 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.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Security Agreement”
means the Pledge and Security Agreement, as of the date hereof, by each of the Loan Parties in favor of the Administrative Agent.


 


“Solvency Certificate”
means the certificate of the Loan Parties in the form of Exhibit G hereto.


 


“Solvent”
means, with respect to any Person on any date of determination, taking into account any and all rights of reimbursement, contribution
or similar right available to such Person from other Persons, that on such date (a) the fair value of the assets of such Person
is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the
present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable
liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its assets
and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business,
(d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in business or a transaction, and
is not about to engage in business or a transaction, for which such Person’s assets would constitute unreasonably small capital
after giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount
of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in light of all
the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or
matured liability.


 




    	 	30	 



     


    

 


“Standard &
Poor’s” means Standard & Poor’s Ratings Services LLC, a subsidiary of The McGraw-Hill Companies, 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 (a)
of which more than fifty percent (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, or (b)  that is directly or indirectly controlled
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(B),
as such Commitment is thereafter assigned or modified. As of the Closing Date, the Swing Line Commitment of the Swing Line Lender
is $1,000,000.


 


“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 the promissory note of the Borrower substantially in the form of Exhibit F-2 hereto evidencing the Swing Line
Loans.


 




    	 	31	 



     


    

 


“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).


 


“Tax Compliance
Certificate” means a tax certificate substantially in the form of Exhibit I 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 date as of which all of the following shall have occurred: (a) all Commitments under this Agreement have terminated,
(b) all Obligations have been paid in full (other than (i) contingent indemnification obligations as to which not 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 Lender (or its Affiliate) or Hedge Bank 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 each Lender having a Term Loan Commitment or who has funded or purchased all or a portion of a Term Loan in accordance with
the terms hereof.


 


“Term Loan”
has the meaning specified in Section 2.1 and “Term Loans” means collectively all of the Term Loans.


 


“Term Loan Commitment”
means, as to any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B), as such Commitment
is thereafter assigned or modified and “Term Loan Commitments” means the aggregate Term Loan Commitments of
all of the Lenders. As of the Closing Date, the aggregate amount of the Term Loan Commitments of the Lenders is $87,000,000.


 


“Term Loan Facility”
means the term loan facility established pursuant to Section 2.1.


 


“Term Loan Notes”
means the promissory notes of the Borrower substantially in the form of Exhibit F-3 hereto evidencing the Term Loans.


 


“Threshold Amount”
means $1,000,000.


 


“Total Credit
Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure, outstanding Term Loans
and the outstanding Incremental Term Loans of such Lender at such time.


 


“Tranche”
means, with respect to any Incremental Term Loans, 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”
has the meaning set forth in the Security Agreement, subject to the rules of construction set forth in Section 1.2 of the
Security Agreement.


 




    	 	32	 



     


    

 


“Unfunded Liability”
means, (a) for a Pension Plan other than a Multiemployer Plan, any excess of the Pension Plan’s funding target under Section
430(d) of the Code or Section 303(d) of ERISA over the value of the Pension Plan’s assets, determined in accordance with
Section 430(d)(2)(A) of the Code or Section 303(d)(2)(A) of ERISA for the applicable plan year, (b) for a Multiemployer Plan, any
excess of the Multiemployer Plan’s current liability under Section 431(c)(6) of the Code or Section 304(c)(6) of ERISA over
the value of the Multiemployer Plan’s assets determined in accordance with Section 431(c)(2) of the Code or Section 304(c)(2)
of ERISA, and (c) for a Welfare Benefit Plan, the present value (determined using actuarial and other assumptions that are reasonable
with respect to the benefits provided and the employees participating) of the liability of each Loan Party and each ERISA Affiliate
for post-retirement benefits other than pensions, net of all assets under all such Welfare Benefit Plans allocable to such benefits,
determined in accordance with Financial Accounting Standard 106 (as amended).


 


“Unused Commitment
Fee” has the meaning specified in Section 2.7.


 


“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.


 


“U.S. Borrower”
means any Borrower that is a U.S. Person.


 


“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).


 


“Welfare Benefit
Plan” means a Plan which is an “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA.


 


“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.


 




    	 	33	 



     


    

 


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 and
to any rules and regulations 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.


 


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 meanings given to such terms (and defined terms) under
GAAP as in effect on the date hereof 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 date hereof in GAAP (as determined by the date of implementation
of such change), and if such change would affect the computation of any of the financial covenants set forth in Article VIII
(which shall include, for the avoidance of doubt, the effects of FASB ASC 842), then the parties hereto agree to endeavor, in good
faith, to agree upon an amendment to this Agreement that would adjust such financial covenants 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 shall continue to be computed in accordance with
GAAP prior to such change therein. 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 one hundred percent (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.


 


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).


 




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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 the 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.


 


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.


 


II.       CREDIT
FACILITIES


 


		2.1	Term Loans.



 


(a)            Term
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 Term Lender severally agrees to make a term loan (the “Term
Loan”) to the Borrower on the Closing Date in such principal amount as the Borrower shall request up to, but not exceeding
the lesser of (i) such Term Lender’s Term Loan Commitment or (ii) such Term Lender’s Pro Rata Share of the aggregate
principal amount of Term Loans to be funded on the Closing Date. The request by the Borrower for the Term Loan shall be deemed
to be a representation by the Borrower that it shall be in compliance with Article IV both before and after giving effect
to the requested Term Loan.


 


(b)           Term
Loan Request. The Borrower shall request the Term Lenders to make the Term Loans by delivering to the Administrative Agent,
not later than 11:00 a.m., (i) three (3) Business Days prior to the expected Closing Date with respect to LIBOR Rate Loans; and
(ii) one (1) Business Day prior to the expected Closing Date with respect to Base Rate Loans, a duly completed Loan Request. The
Loan Request with respect to the Term Loan shall be subject to the occurrence of the Closing Date but otherwise shall be irrevocable,
shall be in the amount of the Term Loan Commitment, and, if applicable, the applicable Interest Period.


 




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(c)            Nature
of Lenders’ Obligations with Respect to Term Loans. The failure of any Term Lender to make a Term Loan shall not relieve
any other Term Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender hereunder.
The Term Lenders shall have no obligation to make the Term Loans after the Closing Date. The Term Loan Commitments are not revolving
commitments, and the Borrower shall not have the right to repay and reborrow under Section 2.1.


 


(d)           Repayment
of Term Loans. In addition to any prepayments or repayments made pursuant to Section 2.12 and Section 2.13,
the Term Loan shall amortize at a rate equal to five percent (5%) per annum, and the Borrower shall repay the aggregate principal
balance of the Term Loan in quarterly principal payments equal to $1,087,500 on the last Business Day of each calendar quarter
of the Borrower.


 


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


 


		(e)	Incremental Term Loans.



 


(i)       Following
the Closing Date, the Borrower may from time to time prior to the Maturity Date with respect to the Term Loan Facility, request
that additional term loans be made to it in accordance with this Section 2.1(e) (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 Section 2.1(e)(ii)) therein (v) the amount of the Tranche of Incremental Term Loans requested (which Tranche
shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof), (w) the requested
advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than thirty (30) 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)), (x) the Interest Rate Option(s) and the Applicable Margin(s) to be applicable to all
Incremental Term Loans in such Tranche, (y) the amortization for all Incremental Term Loans in such Tranche, and (z) 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(e)(iv), each Notice of Incremental Term Loan Borrowing delivered by the Borrower
shall be irrevocable and shall be binding upon all Loan Parties. 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 an Authorized Officer of the Borrower certifying
(1) that, both before and after giving effect to a Borrowing of such Tranche of Incremental Term Loans, the Borrower shall be in
pro forma compliance with the covenants set forth in Article VIII as of the most recent period for which financial statements
have been delivered (and showing the calculations thereof), and (2) that no Default or Event of Default then exists or would be
caused thereby. There shall be no more than four (4) Tranches of Incremental Term Loans.


 




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(ii)       The
aggregate principal amount of all Incremental Term Loan Commitments of all Tranches of Incremental Term Loans made pursuant to
this Section 2.1(e) shall not exceed the Maximum Aggregate Increase Amount. Repayments 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 one half of one percent (0.50%) of the Applicable Margins
for the existing Term Loan Facility, determined as of the effective date of the Incremental Term Loan Commitment of such Tranche
of Incremental Term Loans, the Applicable Margins for the existing Term Loan Facility shall be increased so that the Applicable
Margins on such Tranche of Incremental Term Loans and the existing Term Loan Facility are equal, (ii) the final maturity date of
any Tranche of Incremental Term Loans shall be no earlier than the Maturity Date with respect to the Term Loans. The weighted average
life of any Tranche of Incremental Term Loans shall be equal to or greater than the remaining life of the Term Loan Facility, determined
as of the effective date of the Incremental Term Loan Commitment for such Tranche of Incremental Term Loans. The original issue
discount or the upfront fees applicable to any Tranche of Incremental Term Loans shall not be more than one percent (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 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.


 


(iii)       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 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. The Administrative Agent shall deliver a copy of each Notice of Incremental Term Loan Borrowing to such
Lenders or other Persons that qualify as an Eligible Assignee as may be determined by the Administrative Agent in its reasonable
discretion with the approval of the Borrower or as may be specified by the Borrower with the consent of the Administrative Agent.
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.


 


(iv)       If
in response to the offer to participate in such Tranche made by the Administrative Agent pursuant to clause (iii) above,
the Administrative Agent receives commitments from Lenders and/or from any other Person that (x) qualifies as an Eligible Assignee
and is reasonably acceptable to the Borrower and the Administrative Agent and (y) has agreed to become a Lender in respect of all
or a portion of the Incremental Term Loan (an “Additional Incremental Term Lender”), in excess of the requested
Incremental Term Loan, 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 Loan of the Lenders or Additional Incremental Term
Lenders willing to fund (or commit to fund) such Incremental Term Loan so that the total committed Incremental Term Loan equals
the requested Incremental Term Loan. If the Administrative Agent does not receive commitments from Lenders or Additional Incremental
Term Lenders in an amount sufficient to fund the requested Incremental Term Loan, the Administrative Agent shall so notify Borrower
and the request for such Incremental Term Loan 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.


 




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(v)       An
agreement to fund Incremental Term Loans (an “Incremental Term Loan Funding Agreement”), pursuant to this Section 2.1(e)
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 Incremental Term Loans, setting forth the new 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, appropriate corporate authorization
on the part of each Loan Party with respect to the requested Incremental Term Loan, amendments to any other Loan Documents reasonably
requested by the Administrative Agent in relation to the requested Incremental Term Loan (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 Incremental Term Loan and other assurances as the Administrative
Agent may reasonably request.


 


(vi)      In
addition to any prepayments or repayments made pursuant to Section 2.12 and Section 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 the
Incremental Term Loans shall be due and payable in full in cash on the applicable Maturity Date.


 


(vii)     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.


 


		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 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) the aggregate principal
amount of such Revolving Lender’s Revolving Loans shall not exceed its Available Revolving Commitment and (ii) the Revolving
Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Revolving Loan shall be deemed
to be a representation by the Borrower that it shall be in compliance with the proviso at the end of the preceding sentence and
with Article IV after giving effect to the requested Revolving Loan. 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.


 




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(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
(3) Business Days prior to the proposed Borrowing Date with respect to LIBOR Rate Loans; and (ii) one (1) Business Day prior
to the proposed Borrowing Date with respect to Base Rate Loans, a duly completed Loan Request. Each such 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 $250,000 and not less than $500,000 for each Borrowing
under the LIBOR Rate Option, and (y) integral multiples of $150,000 and not less than $300,000 for each Borrowing under the Base
Rate Option.


 


(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 shall not
affect the Obligations of the Borrower to any other party nor 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 agrees, in its sole discretion, 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 Article IV 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 to this Section 2.3. 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.


 




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(c)            Swing
Line Loan Requests. Except as otherwise provided herein, the Borrower may from time to time prior to the Maturity Date with
respect to the Revolving Credit Facility request that the Swing Line Lender make Swing Line Loans by delivery 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.


 


(d)           Making
Swing Line Loans. So long as the Swing Line Lender elects to make a requested Swing Line Loan and 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), if it elects to make such Swing Line Loan in its sole discretion
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 2.2(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.


 




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(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 clause (e) above that no Revolving Lender shall be obligated
in any event to make Revolving Loans in excess of its Available Revolving Commitment).


 


(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)); provided that there shall not be at any one time outstanding more than five (5) Borrowings
of LIBOR Rate Loans, and provided, further, that if a Default or an Event of Default or 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 or Revolving Loans
shall bear interest calculated based upon 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 (1) day’s
interest shall be charged.


 




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2.5           Interest
Periods. In order to convert a Base Rate Loan (other than Swing Line Loans) 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 (3) 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 (1) 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:


 


(a)            Amount
of Loans. After giving effect to such conversion or continuation, each Borrowing of Revolving Loans and Incremental Term Loans
shall be in an amount no less than the applicable minimum amount for Revolving Loans as set forth in Section 2.2(b) or 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 (1) 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 Section 2.1(b),
Section 2.1(e), or Section 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
the proposed Borrowing Date.


 




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(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 2.2(e), 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 such
Lenders as set forth in this Agreement.


 


(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 require the Administrative Agent (or any other Lender) to advance
funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or 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.


 


		2.7	Fees.



 


(a)            Unused
Commitment Fee. Accruing from the Closing Date until the Maturity Date, 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 an “Unused
Commitment Fee”) equal to (i) in the case of each Revolving Lender (other than the Swing Line Lender), the Applicable
Unused Commitment Fee Rate (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied
by the average daily result of (1) the Revolving Commitments minus (2)  the sum of the outstanding Revolving
Loans and the outstanding Letters of Credit, and (ii) in the case of the Swing Line Lender, the Applicable Unused Commitment Fee
Rate (computed on the basis of a year of 360 days as the case may be, and actual days elapsed) multiplied by the average
daily difference between the amount of (1) the Revolving Commitments and (2) Revolving Credit Facility Usage; provided,
further, that any Unused Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period
prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as
such Lender shall be a Defaulting Lender except to the extent that such Unused Commitment Fee shall otherwise have been due and
payable by the Borrower prior to such time; and provided further that no Unused Commitment Fee shall accrue with respect to the
Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the
directly preceding sentence, all Unused Commitment Fees shall be payable in arrears on each Interest Payment Date.


 




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


 


2.8           Notes.
The obligation of the Borrower to repay the aggregate unpaid principal amount of the Revolving Loans, Swing Line Loans, and 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 and/or the Term Loan Note, as the case may be, dated the Closing Date, the effective date,
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 or 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, the Issuing Lender and the Swing Line Lender, as applicable, the
Loans and other Obligations as provided in this Agreement and the other Loan Documents.


 


		2.9	Letter of Credit Subfacility.



 


(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, the Issuing Lender agrees to issue standby
letters of credit (the “Letters of Credit”) for the account of the Borrower or any Subsidiary thereof 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 the 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 the 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 (5) Business
Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance, amendment
or extension. Promptly after receipt of any Letter of Credit Request, the 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, the Issuing Lender
will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, the Administrative
Agent or any Loan Party, at least one (1) day prior to the requested date of issuance, amendment or extension of the applicable
Letter of Credit, that one (1) or more applicable conditions in Article IV is not satisfied, then the Issuing Lender or
any of the Issuing Lender’s Affiliates 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 twelve (12) months from the date of issuance, provided, that
a Letter of Credit may contain renewal terms satisfactory to the Issuing Lender, and (B) in no event expire later than the
Letter of Credit Expiration Date, and provided, further that 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 2nd proviso to 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 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.


 




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(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 (computed on the basis of
a year of 360 days and actual days elapsed), which fee shall be computed on the daily average 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 the
Issuing Lender for the 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 the Issuing Lender’s then in effect customary fees and administrative expenses payable
with respect to the Letters of Credit as the 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.


 


(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 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 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 the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”)
the Issuing Lender prior to 12:00 noon on each date that an amount is paid by the 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 the
Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event the Borrower fails to reimburse the 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 the 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 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 the Issuing Lender the amount of such Revolving Lender’s Pro Rata Share of such amount by no later
than 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 (i) at a rate per annum equal to the Federal Funds Effective Rate
during the first three (3) days following the date such amount was due and (ii) 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 Issuing Lender of immediately available funds from the
Borrower (A) in reimbursement of any payment made by the 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 the Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of the 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 the 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
the 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 the 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 the 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 Issuing Lender’s application and agreement for letters of credit and
the 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, the 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.


 




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(f)             Determinations
to Honor Drawing Requests. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary
thereof, the 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.


 


(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 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 the 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 the 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 Section 2.2 or Section 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, cross-claim, 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), the 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 the Issuing Lender
or any of its Affiliates has been notified thereof;


 


(vi)       payment
by the 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;


 




    	 	47	 



     


    

 


(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 the Issuing Lender or any of its Affiliates to issue any Letter of Credit in the form requested by any Loan Party, unless
the Issuing Lender has received written notice from such Loan Party of such failure within three Business Days after the 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;


 


(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)            Indemnity.
The Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Lender and any of its Affiliates that has issued
a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses,
costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel)
that the Issuing Lender or any of its Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance
of any Letter of Credit, other than as a result of (i) the gross negligence or willful misconduct of the Issuing Lender as
determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) a claim brought by the Borrower
against the Issuing Lender or any of its Affiliates for breach in bad faith of its obligations under this Agreement.


 




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(i)             Liability
for Acts and Omissions. As between any Loan Party and the 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, the 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 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 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 Issuing Lender’s
or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the Issuing Lender from liability
for the Issuing Lender’s gross negligence or willful misconduct or breach in bad faith by the 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 the 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.


 


Without limiting the generality
of the foregoing, the Issuing Lender and each of its Affiliates (i) may rely on any oral or other communication believed in
good faith by the Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter
of Credit, (ii) 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; (iii) 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 the Issuing Lender or its Affiliate; (iv) 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; (v) 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 (vi) may settle or adjust any claim or demand made on the 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 the 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 the Issuing Lender or its Affiliates under any resulting liability to the Borrower or any
Lender.


 


(j)             Issuing
Lender Reporting Requirements. The 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 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.


 




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(k)            ISP.
Unless otherwise expressly agreed by the Issuing Lender, the Borrower and the beneficiary of a Letter of Credit, 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 Letter of Credit.


 


(l)             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.


 


		2.10	Payments.



 


(a)            Payments
Generally. All payments and prepayments to be made in respect of principal, interest, 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 the 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 the 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 the 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 the 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 the 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 (3) 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 the principal amount of each Loan not constituting a Base Rate Loan or LIBOR Rate Loan or 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).


 




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		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 Section 11.3, Section 3.1 and Section 3.5). Whenever the Borrower desires
to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent by 11:00 a.m. at least (A) three
(3) Business Days prior to the date of prepayment of LIBOR Rate Loans, (B) one (1) Business Day prior to the date of prepayment
of Base Rate Loans, or (C) no later than 1:00 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;


 


(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) $500,000 (provided, that the amount of
any prepayment to which this Section 2.12(a)(iii)(B) applies shall be in integral multiples of $250,000).


 


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, all Term Loan and Incremental Term Loan prepayments permitted pursuant to this Section 2.12 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. 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
shall include all interest and fees due and payable with respect to the Loan being prepaid and shall be subject to the Borrower’s
Obligation to indemnify the Lenders under Section 3.5.


 


		(b)	Reduction of Revolving Commitment.



 


(i)         In
addition to the commitment reductions pursuant to Section 2.12(b)(ii) and Section 2.13(g), 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.


 




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(ii)        The
Borrower shall have the right at any time after the Closing Date upon five (5) 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 $500,000 and whole multiples of $250,000, 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 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.


 


		2.13	Mandatory Prepayments.



 


(a)            Revolver
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. Immediately upon the receipt by any Loan Party or Subsidiary thereof of the Net Cash Proceeds from any Disposition
not expressly permitted by Section 7.8, the Borrower shall prepay, or cause such other Loan Party or Subsidiary to prepay,
Obligations in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Disposition. All such proceeds
shall be paid and applied in accordance with Section 2.13(g) and Section 2.13(h). 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. Immediately 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, the Borrower shall prepay, or cause such other Loan
Party or Subsidiary thereof to prepay, Obligations in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds
of such Casualty Event(s). All such proceeds shall be paid and applied in accordance with Section 2.13(g) and Section
2.13(h). 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)            Equity
Issuances. Immediately upon receipt by any Loan Party or Subsidiary thereof of the Net Cash Proceeds from any Equity Issuance,
other than Equity Issuances expressly permitted under Section 7.13(a), the Borrower shall prepay, or cause such other
Loan Party or Subsidiary to prepay, Obligations in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds
of such Equity Issuance. All such proceeds shall be paid and applied in accordance with Section 2.13(g) and Section 2.13(h).
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 Equity Issuance giving rise to such prepayment obligation.


 




    	 	52	 



     


    

 


(e)            Debt
Incurrence. Immediately 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 one hundred percent (100%) of the amount of such Net Cash Proceeds.
All such proceeds shall be paid and applied in accordance with Section 2.13(g) and Section 2.13(h). 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.


 


(f)            Excess
Cash Flow. In connection with the delivery of the Borrower’s annual audited financial statements pursuant to Section 6.1
for the fiscal year ending December 31, 2018 and for each fiscal year ending thereafter during the term hereof, on the last Business
Day of the calendar quarter of the Borrower when payments on the Loan are due pursuant to Section 2.1(d) hereof, and so
long as the Leverage Ratio is equal to or exceeds 2.50:1.00, the Borrower shall prepay Obligations in an aggregate amount equal
to fifty percent (50%) of Excess Cash Flow for the immediately preceding fiscal year, subject to a credit for voluntary prepayments
made during the immediately preceding fiscal year (each a “Mandatory Prepayment of Excess Cash Flow”). All such
proceeds shall be paid and applied in accordance with Section 2.13(g) and Section 2.13(h).


 


(g)           Application
Among Obligations. All prepayments pursuant to this Section 2.13 shall be applied, first to prepay any Revolver
Overadvances 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) 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.


 


(h)            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. Subject to Section 2.13(g), 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.


 


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


 




    	 	53	 



     


    

 


(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, (y) the application of Cash Collateral provided for in Section 2.16 or (z) 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).


 


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.


 


(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 the Issuing Lender or Swing Line Lender hereunder; third, to Cash Collateralize the 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
the 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,
the Issuing Lender or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender,
the 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) 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.


 




    	 	54	 



     


    

 


(iii)       Certain
Fees.


 


(A)       No
Defaulting Lender shall be entitled to receive any Unused Commitment Fee for any period during which that Lender is a Defaulting
Lender (and 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 Unused Commitment Fee or Letter of Credit 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 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) below, (y) pay to the 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 the 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)       Reallocation
of 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) 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 the Issuing
Lender’s Fronting Exposure in accordance with the procedures set forth in Section 2.16.


 




    	 	55	 



     


    

 


(b)           Defaulting
Lender Cure. If the Borrower, the Administrative Agent and the Swing Line Lender and 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 Lender 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 (1) Business Day following the written request
of the Administrative Agent or the Issuing Lender (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize
the 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 the 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 Lender 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.


 




    	 	56	 



     


    

 


(c)            Termination
of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the 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 the Issuing Lender that there exists excess Cash Collateral; provided
that, subject to Section 2.15, the Person providing Cash Collateral and the 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, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to
amounts owed to CoBank under this Agreement, whether or not such amounts are currently due and payable. 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 the Issuing Lender;


 


(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


 




    	 	57	 



     


    

 


(iii)       impose
on any Lender or the 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, the 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 the Issuing Lender determines that any Change in Law affecting such Lender or the Issuing Lender
or any lending office of such Lender or such Lender’s or the 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 the Issuing Lender’s
capital or on the capital of such Lender’s or the 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 the Issuing Lender, to a level below that which such Lender or the Issuing
Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking
into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing
Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or
the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender
or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered.


 


(c)            Certificates
for Reimbursement. A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate
such Lender or the 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 the Issuing Lender,
as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


(d)           Delay
in Requests. Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section 3.1
shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation, provided
that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section 3.1 for
any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the 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 the 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 (9) month period referred to above shall be extended to
include the period of retroactive effect thereof).


 




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		3.2	Taxes.



 


(a)            Issuing
Lender. For purposes of this Section 3.2, the term “Lender” includes the 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 (10) 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. Each of the Loan Parties shall, and does hereby agree to,
jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after
demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required
pursuant to Section 3.2(e) below.


 


(e)            Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the applicable Loan Party has not 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), Section 3.2(g)(ii)(B) and Section 3.2(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. Borrower:


 


(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;


 


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


 




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(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 to the effect 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, 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 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, if any, 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.


 




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(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.


 


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 the Borrower under this Agreement (including amounts payable under Section 3.5) on amounts
so prepaid or converted.


 


		3.4	LIBOR Rate Option Unavailable; Interest After Default.



 


(a)            Adjusted
LIBOR Rate Unavailable. If prior to the commencement of any Interest Period for any Borrowing proposed to be subject to the
LIBOR Rate Option:


 


(i)         the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that either Dollar
deposits are not being offered to banks in the London interbank LIBOR Rate market or that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or


 


(ii)        the
Required Lenders determine (which determination shall be conclusive and binding absent manifest error) that the Adjusted LIBOR
Rate for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining the Loans
for such Interest Period;


 


then the Administrative Agent shall
give notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies
the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any request to convert any
Base Rate Loan to, or continue any LIBOR Rate Loan at, the LIBOR Rate Option shall be ineffective, and (y) the Base Rate Option
shall apply to any and all Borrowings upon the expiration of the Interest Period applicable thereto.


 




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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 (a) or (l) 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, then 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 the additional compensation set forth in this Section 3.4(b) 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);


 


(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.


 




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(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 11.8), all of its interests, rights
(other than its existing rights to payments pursuant to Section 3.1 or Section 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);


 


(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 AND ISSUANCE OF LETTERS OF CREDIT


 


The obligation of each
Lender to make Loans and of the Issuing Lender to issue Letters of Credit hereunder is subject to the performance by each of the
Loan Parties of its Obligations to be performed hereunder at or prior to the making of any such Loans or issuance of such Letters
of Credit and to the satisfaction of the following further conditions:


 




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4.1            First
Loans and Letters of Credit. The obligation of each Lender to make the Term Loan and any other Loans requested by the Borrower
on the Closing Date, and the obligation of the Issuing Lender to issue any Letters of Credit requested by the Borrower on the Closing
Date, are subject to the satisfaction of the following conditions on or before the Closing Date:


 


(a)            Deliveries.
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)         a
certificate of the Borrower signed by a Compliance Officer of the Borrower, dated as of the Closing Date stating that (a) all representations
and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, except that such
representations and warranties that are qualified in this Agreement by reference to materiality or a Material Adverse Change 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), (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder, (c)
no Event of Default or Default exists, (d) there has occurred no Material Adverse Change either (y) in the business, properties,
assets, or condition (financial or otherwise) of the Loan Parties and their respective Subsidiaries, taken as a whole or (z) in
the facts and information regarding the Loan Parties and their respective Subsidiaries as represented to the Administrative Agent
and the Lenders up to the Closing Date, taken as a whole, (e) each of the Loan Parties has satisfied each of the closing conditions
required to be satisfied by it hereunder;


 


(ii)        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: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b)
the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) 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 each Loan Party in each state where organized or qualified to do business;


 


(iii)       evidence
that there is no action, suit, proceeding or investigation pending against, or threatened in writing against, any Loan Party or
any Subsidiary of any Loan Party or any of their respective properties, including the Licenses, in any court or before any arbitrator
of any kind or before or by any other Governmental Authority (including the FCC and any applicable PUC) that would reasonably be
expected to result in a Material Adverse Change;


 


(iv)       this
Agreement and each of the other Loan Documents signed by an Authorized Officer and 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;


 


(v)        customary
written opinions of counsel for the Loan Parties, duly executed (including any local, FCC or PUC counsel, if required by the Administrative
Agent), dated as of the Closing Date;


 


(vi)       evidence
that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee
and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee
and lender loss payee, as applicable;


 




    	 	65	 



     


    

 


(vii)      a
duly completed, executed Loan Request for Credit Extension for each Loan or Letter of Credit requested to be made on the Closing
Date, including notice of election as to Interest Periods (if applicable);


 


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


 


(ix)       a
duly completed, executed Solvency Certificate signed by an Authorized Officer of each of the Loan Parties;


 


(x)        evidence
that all material governmental and third-party consents, subordinations or waivers, as applicable, required to effectuate the transactions
contemplated hereby have been obtained and are in full force and effect, including any required material permits and authorizations
of all applicable Governmental Authorities, including the FCC and all applicable PUCs;


 


(xi)       evidence
that the Cerberus Senior Credit Facilities have been terminated, and all outstanding obligations evidenced by the Cerberus Senior
Loan Documents have been paid in full, and all liens securing such obligations have been released;


 


(xii)      evidence
that the NewSpring Subordinate Credit Facility has been terminated, and all outstanding obligations evidenced by the NewSpring
Subordinate Loan Documents have been paid in full, and all liens securing such obligations have been released;


 


(xiii)     a
Lien search with respect to the Borrower and each other Loan Party, in scope satisfactory to the Administrative Agent and with
results showing no Liens other than Permitted Liens and otherwise satisfactory to the Administrative Agent;


 


(xiv)     true,
correct and complete copies of all Material Agreements not already delivered pursuant to another clause of this Section 4.1;


 


(xv)      Collateral


 


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


 


(B)       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 in all appropriate locations;


 


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


 


(xvi)     an
executed letter from the Borrower with respect to any proceeds of the Loans being disbursed to third parties authorizing the Administrative
Agent to distribute such proceeds on behalf of the Loan Parties in accordance with the instructions set forth in such letter;


 


(xvii)    the
audited, consolidated and consolidating financial statements of the Borrower and its Subsidiaries for the fiscal year ending December
31, 2016 and such other financial statements, budgets, forecasts and other financial information as to the Loan Parties as the
Administrative Agent or any other Lender may have required prior to the Closing Date;


 




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(xviii)   at
least five (5) Business Days prior to the Closing Date, all documentation and other information requested by (or on behalf of)
any Lender in order to comply with requirements of Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions;


 


(xix)      to
the extent that the Borrower requests the initial Loans under this Agreement to be made as LIBOR Rate Loans, a funding indemnity
letter indemnifying the Lenders for losses, costs and expenses of the types described in Section 3.5 to the extent that
the Closing Date does not occur on the date the Borrower requests such Loans to be advanced; and


 


(xx)      such
other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.


 


(b)           Payment
of Fees. The Borrower shall have paid 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.


 


4.2           Each
Loan or Letter of Credit. At the time of any Credit Extension and after giving effect to the proposed Credit Extension:
(i) the representations and warranties of the Loan Parties set forth in Article V of this Agreement shall then be true
and correct, except such representations and warranties that are not qualified in this Agreement by reference to materiality or
a Material Adverse Change 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 remain true and correct
in all material respects as of such earlier date), (ii) no Event of Default or Default shall have occurred and be continuing, and
(iii) 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 Section 2.1(b), Section 2.1(e), Section 2.2(b) and Section 2.3(c), or Letter
of Credit Request to the 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. Each Loan Party and each Subsidiary of each Loan Party (a) is a corporation, partnership or limited
liability company or other entity as identified on Schedule 5.1, in each case duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization specified on Schedule 5.1, (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 each jurisdiction listed on Schedule 5.1 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 could not reasonably be expected to result in a Material Adverse Change.


 


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 could not reasonably be expected to result in a Material Adverse Change.


 




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(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) has good and marketable title to or valid leasehold
interest in all 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 (b) owns or leases all of its 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 and shall not become such an “investment
company” or under such “control.”


 


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




 


5.6           Subsidiaries
and Owners. Schedule 5.6 states (a) the name of each of the Borrower’s Subsidiaries, its jurisdiction
of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”),
(b) the name of each holder of an Equity Interest in the Borrower, the amount, percentage and type of such Equity Interest
(the “Borrower Equity Interests”), and (c) any options, warrants or other rights outstanding to purchase any
such Equity Interests referred to in clause (a) or (b). 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 Permitted Liens) 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 Agreements; 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 or 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, (ii) any Material 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 is subject, or (iii) 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 is subject, or 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). There is no default under any Material Agreement or 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 is bound or to which it is subject,
in each case, which could reasonably be expected to result in a Material Adverse Change. 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 Agreement),
or subject to any restriction in any of its Organizational Documents, or any requirement of Law that could reasonably be expected
to result in a Material Adverse Change.


 


(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 Agreement) in connection with (i) the execution, delivery
and carrying out of this Agreement, the other Loan Documents, (ii) the grant by any Loan Party of the Liens granted by it
pursuant to the Collateral Documents, (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), (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 Loan Parties’ Material Agreements 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. Except as disclosed on Schedule
5.8(b) hereto, all applicable waiting periods, if any, connection with the Facility have expired without any action having
been taken by the FCC or any PUC.


 


5.9            Litigation.
There are no actions, suits, proceedings or investigations pending or 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) could reasonably be expected to result in a Material Adverse Change 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 could reasonably be expected
to result in a Material Adverse Change.


 


		5.10	Financial Statements.



 


(a)            Audited
Financial Statements. The audited consolidated financial statements delivered on or before the Closing Date in accordance with
Section 4.1(a) 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; (ii) fairly
present the consolidated financial condition of the Borrower and its Subsidiaries as of the date thereof and their consolidated
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; and (iii) show all Material Indebtedness and other liabilities, direct or
contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments
and Indebtedness.


 




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(b)           Unaudited
Financial Statements. The unaudited consolidated financial statements delivered on or before the Closing Date in accordance
with Section 4.1(a) 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 consolidated financial condition of the Borrower and its Subsidiaries as of the date
thereof and their consolidated 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 could reasonably be expected to result in a Material
Adverse Change.


 


		(d)	Material Adverse Change. Since December 31, 2016,
no Material Adverse Change has occurred.



 


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 twenty five percent (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 misleading. Any projections or budgets provided by or
on behalf of the Loan Parties 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 Loan Party that materially and adversely affects
the business, property, assets, financial condition or results of operations of the Loan Parties, 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 at the date hereof in connection with the transactions contemplated hereby.


 




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5.13          Taxes.
(i) All federal and material 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, or extensions have been made, and (ii) payment or adequate provision has been
made for the payment of all 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 such conflicts which could not
reasonably be expected to result in a Material Adverse Change.


 


5.15         Liens
in the Collateral. The Liens in the Collateral granted to the Administrative Agent for the benefit of the Secured Parties
pursuant to the Collateral Documents 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 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 with the applicable provisions of ERISA, the Code and other federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has (i) received the most recently available favorable determination
letter from the IRS, or (ii) an application for such a letter currently being processed by the IRS with respect thereto, or (iii)
been adopted by means of a prototype or volume submitter plan document that has received the most recently available opinion letter
from the IRS on which the plan sponsor is entitled to rely and, nothing has occurred that would prevent, or cause the loss of,
such qualification. The Loan Parties and each ERISA Affiliate have satisfied all of their obligations and liabilities with respect
to each Plan, and have made all required contributions to each Plan on or before the applicable due date, including contributions
to any Pension Plan and any Multiemployer Plan that are required by the Plan Funding Rules or the 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 best knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental
Authority, including any audit, investigation or enforcement action, with respect to any Plan that could reasonably be expected
to result in a Material Adverse Change. There has been no prohibited transaction or violation of the fiduciary responsibility rules
with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Change.


 


(c)           (i) No ERISA Event has occurred or is reasonably expected to occur; and (ii) except to the extent that any liability associated
therewith, individually or in the aggregate, would not reasonably be expect to result in a Material Adverse Change, no Unfunded
Liability exists taking into account only Pension Plans with positive Unfunded Liability.


 


(d)           Each
Welfare Benefit Plan can be terminated by a Loan Party or an ERISA Affiliate in its sole discretion without any liability. No Loan
Party or ERISA Affiliate reasonably can be expected to incur any liability under Section 4980H(a) of the Code, without qualifying
for the reduced assessment under Section 4980H(b) of the Code.


 


		5.18	Environmental Matters. Except as disclosed
on Schedule 5.18:



 


(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 contain any Hazardous Materials attributable to the such Loan Party’s or Subsidiary’s
ownership, lease or operation of the Properties in amounts or concentrations or stored or utilized which (i) constitute or
constituted a violation 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 a Loan Party has received any notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with Environmental Laws (and no related claim, complaint, proceeding,
investigation or inquiry is pending or, to the knowledge of any Loan Party or any Subsidiary of any Loan Party, is threatened or
contemplated) with regard to their activities at any of the Properties or the business operated by the Loan Parties (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;


 


(c)            Hazardous
Materials have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could
reasonably be expected to give rise to any Environmental Liability for any Loan Parties 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;


 


(d)           No
Loan Party or Subsidiary of any Loan Party knows of any basis for any permit, license or other approval required under any Environmental
Law with regard to their activities at any of the Properties or the Business to be revoked, canceled, limited, terminated, modified,
appealed or otherwise challenged; and


 


(e)            No
Loan Party or Subsidiary of a Loan Party knows of any facts, events or circumstances that could give rise to any basis for any
Environmental Liability of any Loan Party or any Subsidiary of any Loan Party.


 




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		5.19	Communications Regulatory Matters.



 


(a)            As
of the Closing Date, Schedule 5.19 sets forth a true and complete list of the following information for each License issued
to or utilized by the Loan Parties or their respective Subsidiaries: the name of the licensee, the type of service, the expiration
date and the geographic area covered by such License. Other than as set forth in Schedule 5.19, each License is held by
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.


 


(b)            The
Licenses are valid and in full force and effect without conditions, except for such conditions as are generally applicable to holders
of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications
Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material
respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted.
No event has occurred and is continuing which could reasonably be expected to (i) result in the suspension, revocation, or
termination of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries
thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual knowledge that any 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, PUC or any applicable Governmental
Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental
Authority which would reasonably be expected to adversely affect the validity of any License.


 


(c)            All
of the material properties, equipment and systems owned, leased 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 excepted) and are and will be in compliance with all terms and conditions of the 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
all material franchise, license or other fees and charges related to the 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.
Before and after giving effect to any Credit Extension hereunder, each of the Loan Parties is Solvent.


 


 5.21          Qualified ECP Guarantor.




 


Each Loan Party is a Qualified
ECP Guarantor.


 


 5.22          Transactions with Affiliates.




 


No Affiliate and no officer
or director of any Loan Party or any of its Subsidiaries or any individual related by blood, marriage, adoption or otherwise to
any such officer or director, or any Person in which any such officer or director or individual related thereto owns any beneficial
interest, is a party to any agreement, contract, commitment or transaction with Loan Parties or has any material interest in any
material property used by Loan Parties, except as permitted by Section 7.3.


 




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		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 the Borrower, threatened
except as could not reasonably be expected to result in a Material Adverse Change. The hours worked by and payments made to employees
of the Loan Parties and their respective Subsidiaries within the past five (5) 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 could not reasonably
be expected to result in a Material Adverse Change. 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.


 


		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, their respective
officers, directors, employees and 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 agents with all applicable Anti-Corruption Laws.


 


(c)            None
of the Loan Parties or their respective Subsidiaries, Affiliates or, to the knowledge of the Loan Parties, their respective officers,
directors, employees or agents are Sanctioned Persons or have now engaged in, or will engage 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 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 in the Loan Parties and does not conduct, transact or engage in any business or operations
other than those incidental to its direct ownership of the Loan Parties.


 


VI.       AFFIRMATIVE
COVENANTS


 


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


 




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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 within sixty (60) calendar days after the end of each of the first
three fiscal quarters in each fiscal year, financial statements of the Borrower consisting of a consolidated balance sheet as of
the end of such fiscal quarter and related consolidated and consolidating statements of income, stockholders or members equity
and cash flows for the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and certified
by a Compliance Officer of the Borrower as having been prepared in accordance with GAAP (subject to normal year-end audit adjustments),
consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and
period in the previous fiscal year.


 


(b)            Annual
Financial Statements. As soon as available and in any event within one hundred twenty (120) days after the end of each fiscal
year of the Borrower, audited financial statements of the Borrower consisting of a consolidated balance sheet as of the end of
such fiscal year, and related consolidated and consolidating statements of income, stockholders’ equity and cash flows for
the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end
of and for the preceding fiscal year, including a comparison of actual performance to the Budget for such fiscal year and year-to-date
delivered to the Administrative Agent pursuant to Section 6.1(d)(i), and certified by independent certified public accountants
of nationally recognized standing satisfactory to the Administrative Agent. The certificate or report of accountants shall be free
of qualifications (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 shall not indicate the occurrence or existence of any event, condition or contingency
that would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under
any of the Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants
a letter of such accountants to the Administrative Agent and the Lenders substantially to the effect that, based upon their ordinary
and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial
statements, and in accordance with GAAP, they are not aware of the existence of any condition or event that constitutes an Event
of Default or Default or, if they are aware of such condition or event, stating the nature thereof.


 


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


 


		(d)	Other Reports.



 


(i)         Annual
Budget. The annual consolidated Budget and any forecasts or projections of the Borrower, to be supplied not later than forty-five
(45) days after to 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;


 




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(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 management report (A) outlining principal factors affecting performance
and describing the operations and financial condition of the Borrower and its Subsidiaries for the fiscal year then ended, and
(B) discussing the reasons for any significant variations. The information above shall be presented in reasonable detail and
shall be certified by a Compliance 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.


 


(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 Plan pursuant to the Code, ERISA and other
applicable Law; (B) all actuarial reports prepared in respect of any Pension Plan or Multiemployer Plan that are available to the
Loan Party or that may be made available to the Loan Party upon request; and (C) any documentation regarding withdrawal liability
under or the funding status with respect to any Multiemployer Plan.


 


		(e)	Notices.



 


(i)         Default.
Promptly after any officer of any Loan Party has learned of the occurrence of an Event of Default or Default, a certificate signed
by an Authorized Officer setting forth the details of such Event of Default or Default and the action that such Loan Party proposes
to take 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 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 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 could reasonably be expected to result in a Material
Adverse Change.


 


(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 if adversely determined could reasonably be expected
to result in a Material Adverse Change.


 


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


 


(v)        Material
Agreements. Any material amendment, supplement, waiver or other modification to any of the Material Agreements, or any notice
of default or of termination, cancellation or revocation (in each case, prior to any scheduled date of termination) delivered thereunder.


 


(vi)       Erroneous
Financial Information. Immediately 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. Immediately upon the occurrence of any ERISA Event or Plan Qualification Event or any event reasonably expected to result
in an ERISA Event or Plan Qualification Event.


 


(viii)     Material
Adverse Change. 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 could reasonably be expected to result in a Material Adverse Change.


 


(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 or other Person 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 Change, 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)         SEC
Reports; Shareholder Communications. Reports, including Forms 10-K, 10-Q and 8-K, registration statements and prospectuses
and other shareholder communications, filed by the Borrower with the Securities and Exchange Commission.


 


(f)            Other
Information. Such other reports and information as any of the Lenders may from time to time reasonably request.


 


6.2           Preservation
of Existence, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain (a) its legal existence
as a corporation, limited partnership or limited liability company or other entity, as the case may be as of the Closing Date or
the date of formation or acquisition thereof 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, and (b) all licenses, franchises, permits and other authorizations (including all
Licenses) and Intellectual Property, the loss, revocation, termination, suspension or adverse modification of which could reasonably
be expected to result in a Material Adverse Change.


 


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 Licenses, except for Licenses which are no longer required in the conduct of such Loan Party’s or Subsidiary’s
business and which cannot be sold or which have de minimis fair market value.


 


6.4           Payment
of Liabilities, Including Taxes, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and
discharge 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 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.


 




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		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 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 satisfactory to the Administrative Agent (but,
in any event, providing all flood insurance required by applicable Law).


 


(c)            Each
Loan Party shall deliver evidence of the insurance policies and endorsements described above to the Administrative Agent on or
prior to the Closing Date. Not less than five (5) 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.


 


(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 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 and Leases. Each Loan Party shall, and shall cause each of its Subsidiaries to (a) maintain, preserve and
protect all of its properties and equipment necessary in the operation of its business in good working order and condition except
to the extent the failure to do so could not reasonably be expected to have a material adverse impact on the operations or business
of any Loan Party, ordinary wear and tear and casualty and condemnation excepted; (b) make all necessary repairs thereto and renewals
and replacements thereof except where the failure to do so could not reasonably be expected to result in a Material Adverse Change;
and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.


 




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6.7            Visitation
Rights. Each Loan Party shall, and shall cause each of its Subsidiaries to, at permit any of the officers or authorized
employees or representatives of the Administrative Agent or any of the Lenders to visit and inspect during normal business hours
any of its properties and to examine and make excerpts from its books and records and discuss its business affairs, finances and
accounts with its officers and to conduct reviews of each Loan Party’s Collateral (such reviews to occur on an annual basis
or more frequently, as determined by the Administrative Agent, in its sole discretion), all in such detail and at such times and
as often as the Required Lenders may reasonably request, all at the Borrower’s expense, provided that prior to the
occurrence of an Event of Default the Administrative Agent shall provide the Borrower with reasonable notice prior to any visit
or inspection. Prior to occurrence of an Event of Default, the Administrative Agent shall not, without cause, as determined by
the Administrative Agent in its reasonable judgment, request reimbursement from the Borrower for more than one (1) such Collateral
audit in any calendar year.


 


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 proper 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 other 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, could reasonably be expected to result in a Material Adverse Change. 


 


(b)           Each
of the Loan Parties shall, and shall cause each of its Subsidiaries, Affiliates, officers, directors, employees and agents to,
comply with all applicable (i) Anti-Corruption Laws, (ii) Anti-Terrorism Laws and (iii) 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 agents with all applicable Anti-Corruption Laws.


 


(c)            Each
of the Loan Parties shall, and shall cause each of its Subsidiaries (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).


 


		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 and all other real and personal property of the Loan Parties 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 in its sole discretion may deem 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), promptly upon (and in any event within thirty
(30) days after (or such later date as the Administrative Agent shall agree to in its sole discretion)) the creation or acquisition
of any direct or indirect wholly-owned Subsidiary (unless it is not a Domestic Subsidiary or is a Restricted Subsidiary) by any
Loan Party, each such new wholly-owned 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 (i) such new wholly-owned 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
(ii) the Equity Interests of such new wholly-owned Subsidiary shall be pledged by the applicable Loan Party to the extent provided
in the Collateral Documents. Upon the creation or acquisition of any direct or indirect Subsidiary by any Loan Party that is not
a wholly-owned Subsidiary, the Equity Interests of such new Subsidiary shall be pledged by the applicable Loan Party to the extent
provided in the Collateral Documents. As promptly as reasonably possible, the Loan Parties and their respective Subsidiaries will
deliver all certificates evidencing such Equity Interests, 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 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.


 


(c)            Real
Property. In furtherance, and not in limitation, of Section 6.10(a) and Section 6.10(b), the Loan Parties shall
(i) within thirty (30) days after the acquisition of any Material Owned Property or Material Leased Property by any Loan Party
that is not subject to an existing mortgage or deed of trust in favor of the Administrative Agent, for the benefit of the Secured
Parties, notify the Administrative Agent and (ii) if requested by the Administrative Agent, within ninety (90) days of such acquisition
(as such time period may be extended by the Administrative Agent, in its sole discretion), deliver such Mortgages, title insurance,
environmental reports and other documents, instruments or agreements requested by the Administrative Agent in connection with granting
and perfecting a Prior Security Interest, on such real property in favor of the Administrative Agent, for the ratable benefit of
the Secured Parties, all in form and substance acceptable to the Administrative Agent.


 


(d)           Other
Property. Pursuant to the terms of this Section 6.10 and of the Security Agreement, the Loan Parties will (i) promptly
(and in any event on or before the earlier of (x) if applicable, the time required by Section 6.10(b) or (y) the Borrower’s
next submission of a Compliance Certificate) notify the Administrative Agent of (A) any Equity Interest, (B) any Copyrights, Patents,
Trademarks and Domain Names (each as defined in the Security Agreement) which are material to the continued operation of any Loan
Party’s Business, (C) any commercial tort claim known to any Loan Party (such that a senior officer of such 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) that such Loan Party knows to involve an amount in controversy in the aggregate with any other known commercial tort
claim of any Loan Party in excess of the Threshold Amount), (D) any Material Agreements, and (E) any Material Account, in each
case, owned, acquired, leased or opened by any Loan Party or any of its Subsidiaries, in each case, of which notice has not previously
been given to the Administrative Agent, and (ii) on or before the earlier of (x) if applicable, the time required by Section
6.10(b) or (y) the Borrower’s next submission of a Compliance Certificate in connection with the financial statements
required to be delivered pursuant to Section 6.1(b), deliver updated Annexes to the Security Agreement.


 




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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 cash patronage, 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 Loan shall be used to (i) repay the Cerberus Senior Credit Facilities and the
NewSpring Subordinate Credit Facility and (ii) to pay certain fees and expenses in connection with the closing of the Loans, (b)
Revolving Loans and Swing Line Loans shall be used for working capital and general corporate purposes of the Borrower and its Subsidiaries
not in contravention of any Laws, 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
Section 5.11 and Section 5.24 and as permitted by applicable Law.


 


6.13       Reserved.


 


6.14       Material
Agreements. 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 of its Material Agreements.


 


6.15       Benefit
Plan Compliance.


 


Each Plan will be in
compliance in all material respects with its terms and applicable Law, each of the Loan Parties and the ERISA Affiliates will satisfy
their obligations and liabilities with respect to each Plan and each of the Loan Parties and the ERISA Affiliates will make all
contributions with respect to any Plan on or before the due date for such contribution.


 


6.16       Interest
Rate Protection. No later than ninety (90) days after the Closing Date, the Borrower shall have entered into or obtained,
and the Borrower will thereafter maintain in full force and effect, an Interest Rate Hedge in form and substance reasonably satisfactory
to Administrative Agent, the effect of which Interest Rate Hedge shall be to fix or limit interest rates payable by the Borrower
as to a notional amount of at least fifty percent (50%) of the aggregate principal balance of the Term Loan, with a weighted average
life of at least two (2) years from the Closing Date. The Borrower will deliver to Administrative Agent, promptly upon receipt
thereof, copies of such Interest Rate Hedges (and any supplements or amendments thereto), and promptly upon request therefor, any
other information reasonably requested by Administrative Agent to evidence its compliance with the provisions of this Section
6.16.


 




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6.17       Post-Closing
Deliveries. Each of the Loan Parties covenants and agrees that it shall, and shall cause each of its Subsidiaries to, perform
the obligations set forth on Schedule 6.17 on or before the date provided in Schedule 6.17 (as such date may be extended
by the Administrative Agent in its sole discretion) with respect to each such obligation unless the Administrative Agent has agreed
in its sole discretion in writing to waive such obligation in its entirety.


 


VII.         NEGATIVE
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)          existing
Indebtedness as set forth on Schedule 7.1;


 


(c)          Indebtedness
incurred with respect to Purchase Money Security Interests, Synthetic Lease Obligations and Capital Leases for fixed or capital
assets not in excess of $250,000 in the aggregate outstanding at any time;


 


(d)          Permitted
Intercompany Investments;


 


(e)          Indebtedness
(contingent or otherwise) of any Loan Party arising under (i) any Secured Hedge, (ii) any other Interest Rate Hedge or (iii)
Indebtedness under any Secured Bank Product entered into in the ordinary course of business; provided however, that (i)
no Loan Party shall enter into or incur any Secured 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;


 


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


 


(g)          Indebtedness
of any Loan Party incurred in connection with the issuance of letters of credit on behalf of such Loan Party in the ordinary course
of business; provided that the aggregate amount of such letters of credit shall not exceed $150,000 at any one time outstanding;


 


(h)          Indebtedness
incurred in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, to the extent
such arrangement is customary and is entered into in the ordinary course of business so long as the aggregate amount of all such
Indebtedness does not exceed $100,000 at any time;


 


(i)          Indebtedness
arising under indemnity agreements with title insurers to cause such title insurers to issue in favor of the Administrative Agent
mortgagee Title Insurance Policies;


 


(j)          Indebtedness
subordinated to the Indebtedness under this Agreement and the other Loan Documents, in accordance with terms and conditions satisfactory
to the Administrative Agent in its sole discretion, in an aggregate outstanding principal amount not exceeding $1,000,000 at any
time; and


 




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(k)          Unsecured
Indebtedness in an aggregate amount not to exceed $1,000,000.


 


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 that are fully disclosed to the Administrative Agent
to the extent the value attributable to such Affiliate transaction is equal to or exceeds the Threshold Amount, (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, or (d) is a Restricted Payment permitted by Section 7.6 or an advance
permitted by Section 7.5(b).


 


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
in the ordinary course of business with respect to customary indemnification obligations incurred in the ordinary course of business;


 


(c)          incurred
in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar
obligations in an aggregate amount not to exceed $100,000 in any single transaction or $500,000 in the aggregate;


 


(d)          constituting
Investments permitted pursuant to Section 7.5; and


 


(e)          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).


 


7.5         Loans
and 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 or agree, become or remain liable to make any Investment, except:


 


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


 


(b)          advances
to employees of the Loan Parties to meet expenses incurred by such employees in the ordinary course of business not to exceed $100,000
at any time outstanding;


 


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


 


(d)          Permitted
Intercompany Investments;


 




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(e)          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;


 


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


 


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


 


(h)          any
Interest Rate Hedge permitted under Section 7.1; and


 


(i)          Investments
consisting of deferred payment obligations received as consideration from a Disposition permitted under Section 7.8, so
long as such Investments do not in the aggregate exceed $100,000 at any time;


 


(j)          prepaid
expenses, negotiable instruments held for collection and lease, and utility and workers’ compensation, performance and other
similar deposits, in each case, created in the ordinary course of business;


 


(k)          other
Investments not exceeding $1,000,000 in the aggregate at any time.


 


7.6         Dividends
and Related Distributions. No Loan Party shall declare or make, directly or indirectly, any Restricted Payment, or incur
any obligation (contingent or otherwise) to do so, except that:


 


(a)          each
Subsidiary may make Restricted Payments to any Loan Party and any other Person that owns an Equity Interest in such Subsidiary,
ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being
made;


 


(b)          the
Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or
other common Equity Interests of such Person;


 


(c)          the
Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received
from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; and


 


(d)          the
Borrower may declare or pay cash dividends to its stockholders or otherwise redeem capital stock of the Borrower (i) during the
calendar years of the Borrower ending December 31, 2018 and December 31, 2019 in an aggregate amount not to exceed $1,250,000 per
annum so long as (1) the Borrower is in compliance with all covenants set forth in this Agreement (calculated as of the date of
such dividend or distribution, and after giving effect thereto), (2) the Borrower has Cash Liquidity in an amount not less than
$4,500,000 after giving effect to such dividend or distribution and (3) no Default or Event of Default shall have occurred or be
continuing at the time of or as a result of such dividend or distribution, or (ii) during the calendar years of the Borrower ended
December 31, 2020 and thereafter, in an aggregate amount equal to up to fifty percent (50%) of Cash Available for Dividends so
long as (1) the Leverage Ratio of the Borrower is less than 2.50:1.00 (calculated as of the date of such dividend or distribution,
and after giving effect thereto), (2) the Borrower has Cash Liquidity of not less than $4,500,000 after giving effect to such dividend
or distribution, (3) no Default or Event of Default shall have occurred or be continuing as a result of such dividend or distribution
and (4) the Loan Parties are in compliance with all other covenants set forth in this Agreement to the satisfaction of the Administrative
Agent and the Lenders.


 




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7.7         Liquidations,
Mergers, Consolidations, Acquisitions. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to,
(i) dissolve, liquidate or wind-up its affairs, (ii) become a party to any merger or consolidation, or (iii) acquire by purchase,
lease or otherwise all or substantially all of the assets or capital stock of any other Person or group of related Persons; provided
that:


 


(a)          any
Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any
one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall
be the continuing or surviving Person; and


 


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


 


7.8         Dispositions
of Assets or Subsidiaries. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, dispose of
(including pursuant to any sale and leaseback transaction), 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)          any
Disposition of assets in the ordinary course of business that are replaced by substitute assets acquired or leased as permitted
in this Agreement, so long as such substitute assets are subject to the Administrative Agent’s Prior Security Interest therein;


 


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


 


(c)          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;


 


(d)          any
Disposition of assets by any Loan Party to another Loan Party, so long as such sold or transferred assets are subject to the Administrative
Agent’s Prior Security Interest therein or, if any such asset is expressly excluded from the Collateral pursuant to Section
2.3 of the Security Agreement or otherwise, such asset is sold or transferred to a Loan Party all of whose Equity Interest is subject
to the Administrative Agent’s Prior Security Interest;


 


(e)          any
Disposition permitted by Section 7.5;


 


(f)          any
Disposition of Cash Equivalents;


 


(g)          leasing
or subleasing of assets in the ordinary course of business;


 


(h)          Dispositions
in connection with a Casualty Event;


 


(i)          Dispositions
of non-material Intellectual Property so long as the aggregate fair market value of all such Intellectual Property does not exceed
$100,000 in any fiscal year; and


 




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(j)          Dispositions
by the Borrower and its Subsidiaries (other than a Restricted Subsidiary) not otherwise permitted under this Section 7.8;
provided that (i) at the time of such Disposition, no Default or Event of Default shall exist or would result from such
Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (i) in any fiscal
year shall not exceed $100,000 in any single transaction or $250,000 in the aggregate; and


 


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 of 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) the proceeds
of any Credit Extension, whether directly or indirectly, in violation of Anti-Corruption Laws, Anti-Terrorism Laws, Sanctions or
other applicable Law.


 


7.10       Subsidiaries,
Partnerships and Joint Ventures. 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 (i) any Subsidiary that has joined this Agreement as Guarantor on the
Closing Date; (ii) any Restricted Subsidiary; and (iii) any Subsidiary formed or acquired after the Closing Date that joins this
Agreement as a Guarantor by delivering to the Administrative Agent (A) an executed Guarantor Joinder; (B) documents in the forms
described in Section 4.1 modified as appropriate; and (C) documents necessary to grant and perfect Prior Security Interests
to the Administrative Agent for the benefit of the Secured Parties in the Equity Interests of, and Collateral held by, such Subsidiary.
Each of the Loan Parties shall not become or agree to become a party to a Joint Venture.


 


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 or consistent with advances in the Communications Systems industry, in each case, substantially
as conducted and operated by such Loan Party or Subsidiary during the present fiscal year, and such Loan Party or Subsidiary shall
not permit any material change in such business.


 


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 (other than the Borrower) 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 permitted pursuant to Section 7.6(b) or Section 7.6(c); and (c) the
Borrower may issue and sell its common Equity Interests, so long as the Net Cash Proceeds thereof are applied to the prepayment
of the Obligations pursuant to Section 2.13.


 


7.14       Changes
in Organizational Documents. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, amend in
any respect its Organizational Documents without providing at least thirty (30) calendar 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 the Lenders
and, in the event such change would be adverse to the Lenders as determined by the Administrative Agent in its sole discretion,
obtaining the prior written consent of the Required Lenders.


 




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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 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, provided, however, that this clause
(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;
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, that the foregoing shall not apply to restrictions and conditions imposed by applicable
Law or by this Agreement.


 


7.16       Material
Agreements. Each of the Loan Parties covenants and agrees that it shall not, and shall not permit any of its Subsidiaries
to (i) amend, restate, supplement, waive or otherwise modify, or terminate, cancel or revoke (prior to any scheduled date of termination)
any Material Agreement if such modification, termination, cancellation or revocation could reasonably be expected to result in
a Material Adverse Change, Default or Event of Default or (ii) make any optional prepayments of Indebtedness arising under any
Material Indebtedness, except for optional prepayments of Indebtedness between the Loan Parties, if any.


 


7.17       Employee
Plans. No Loan Party or ERISA Affiliate will acquire liability (by adopting a new plan, acquisition of another entity,
participating in an asset transfer or plan merger, or otherwise) under any Pension Plan under which the Loan Party or ERISA Affiliate
has no liability as of the date of this Agreement. No Loan Party or ERISA Affiliate will acquire liability (by adopting a new plan,
acquisition of another entity, participating in an asset transfer or plan merger, or otherwise) under any Welfare Benefit Plan,
under which the Loan Party or ERISA Affiliate has no liability as of the date of this Agreement unless such Plan can be terminated
by the Loan Party or ERISA Affiliate in its sole discretion at any time without liability.


 


7.18       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 legal or consulting fees paid to persons
or entities 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.


 


7.19       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.


 


7.20       Capital
Expenditures. The Loan Parties shall not make any Capital Expenditure if (a) an Event of Default has occurred and is continuing
or will result therefrom, or (b) the Loan Parties will fail to comply with the covenants set forth in Sections 8.1 and Section
8.2 on a pro forma basis after giving effect to such Capital Expenditure and any Indebtedness incurred in connection therewith.


 




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7.21       Anti-Corruption;
Anti-Terrorism; Sanctions. 


 


(a)          None
of the Loan Parties or their respective Subsidiaries, Affiliates, officers, directors, employees or agents will engaged 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 derived from
transactions that violate Sanctions, or with any Sanctioned Person, or with or connected to any Sanctioned Country.


 


7.22       Independence
of Covenants. All covenants contained in Article VI, Article VII and Article VIII of this Agreement
shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact
that such action or condition would be permitted by another covenant shall not avoid the occurrence of a Default or Event of Default
if such action is taken or condition exists.


 


VIII.         FINANCIAL
COVENANTS


 


8.1         Minimum
Fixed Charge Coverage Ratio. The Loan Parties shall maintain at all times, measured at each fiscal quarter end and maintained
through the next measurement date, a Fixed Charge Coverage Ratio of the Borrower of not less than the ratios set forth below for
the periods specified below:


 


	Period	 	Ratio
	Closing Date through June 30, 2018	 	0.95:1.00
	July 1, 2018 and thereafter	 	1.00:1.00


 


8.2         Leverage
Ratio. The Loan Parties shall maintain at all times, measured at each fiscal quarter end and maintained through the next
measurement date, a Leverage Ratio of the Borrower of not more than the ratios set forth below for the periods specified below:


 


	Period	 	Ratio
	Closing Date through March 31, 2018	 	4.00: 1.00
	April 1, 2018 through December 31, 2018	 	3.75:1.00
	January 1, 2019 through December 31, 2019	 	3.50:1.00
	January 1, 2020 through December 31, 2020	 	3.25:1.00
	January 1, 2021 and thereafter	 	3.00:1.00


 




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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,
or any interest on any Loan, Reimbursement Obligation or Letter of Credit Borrowing, or (ii) 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, or in any certificate, other instrument or statement furnished pursuant to the
provisions hereof or thereof, 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), Section 6.2(b), Section 6.5, Section 6.7, Section 6.11, Section
6.12, Section 6.16, 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 the expressly specified cure
period with respect thereto or, if no such cure period is specified, for a period of thirty (30) days;


 


(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 Indebtedness or any other credit extension in an aggregate principal amount (including undrawn committed or available
amounts) in excess of the Threshold Amount, or with respect to any Hedge Agreement, the Hedge Termination Value of which is equal
to or in excess of the Threshold Amount 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);


 


(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 by a court having jurisdiction in the premises, which judgment is not discharged, satisfied,
vacated, bonded or stayed pending appeal within a period of thirty (30) days from the date of entry;


 


(g)          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 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;


 




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(h)         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;


 


(i)          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 thirty (30) days thereafter;


 


(j)          Events
Relating to Employee Benefit Plans. (i) An ERISA Event or Plan Qualification 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 the Threshold Amount,
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 the Threshold Amount,
including any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan;


 


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


 


(l)           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 sixty (60) 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 thereof 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 thereof 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 thereof 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 thereof shall take any action
to approve or authorize any of the foregoing, or (viii) any Loan Party or any Subsidiary of a Loan Party ceases to be Solvent or
admits in writing its inability to pay its debts as they mature;


 


(m)          Material
Agreements. If any Loan Party shall default, past any applicable grace and cure period, under any Material Agreement not otherwise
described in this Section 9.1 and such default would reasonably be expected to result in a Material Adverse Change; or


 




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(n)          FCC
and PUC Matters. Any License (except for Licenses which are no longer required in the conduct of such Loan Party’s or
Subsidiary’s business and which cannot be sold or which have de minimis fair market value) shall be cancelled, expired, revoked,
terminated, rescinded, annulled, suspended or modified or shall no longer be in full force and effect, the effect of which has
resulted in, or would reasonably be expected to result in, a Material Adverse Change.


 


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(1)) shall occur and be continuing, the Lenders and the Administrative Agent shall be under
no further obligation to make Loans and the Issuing Lender 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;
and


 


(b)          Bankruptcy,
Insolvency or Reorganization Proceedings. If an Event of Default specified under Section 9.1(1) shall occur, the
Lenders shall be under no further obligations to make Loans hereunder and the Issuing Lender 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; and


 


(c)          Set-off.
If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates
is hereby authorized at any time and from time to time, 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, the 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 the 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 the 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 Lender, 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, the 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, the Issuing Lender or their respective Affiliates may have. Each Lender and the 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.


 




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(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;


 


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 the Issuing Lender (including fees, charges and disbursements of counsel to the respective
Lenders and the 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 the Issuing Lender in proportion
to the respective amounts described in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, ratably
among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause Fourth held by
them;


 


Fifth,
to the Administrative Agent for the account of the 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 a provider of any Secured Bank Product or
Secured Hedge, as applicable) of that portion of Other Liabilities then outstanding, ratably among the Secured Parties providing
the Secured Bank Products and 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.


 




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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 Lender or its Affiliate 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.


 


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 the 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 the 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.


 




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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;


 


(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 Section 11.1 and Section 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 the 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.


 




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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 Issuing Lender, the Administrative
Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall
have received notice to the contrary from such Lender or the 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.


 


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 Lender
and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Lender
and the Administrative Agent under Section 2.7, Section 2.10(b), Section 3.5 and Section 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 Lender, 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 Section 2.7, Section 2.10(b), Section
3.5 and Section 11.3.


 




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10.8       Resignation
of the Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the
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 thirty (30) days after the retiring Administrative
Agent gives notice of its resignation (or such earlier date as the Required Lenders may approve), then the retiring Administrative
Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent;
provided, that if the Administrative Agent shall notify the Borrower and the Lenders that no 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 Lender
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 the 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.


 


Any resignation by
CoBank as Administrative Agent pursuant to this Section shall also automatically constitute its resignation as the Issuing
Lender and the Swing Line Lender, with replacement of the Administrative Agent as 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 the 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 thirty (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).


 




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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 the 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 the 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 titles listed on the cover page 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 the Issuing Lender hereunder.


 




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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;


 


(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(c); 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.


 




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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.


 


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 4.2 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 Revolver Overadvances
and Excess Cash Flow 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 Revolver Overadvances and Excess Cash Flow, 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, or change the manner of computation of any financial ratio (including the applicable
defined terms) used in determining the Applicable Rate in a manner that would result in a reduction of any interest rate on any
Loan or any fee payable hereunder 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;


 




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(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 Section 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 7.7or
Section 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);


 


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
the Issuing Lender may be made without the written consent of such Administrative Agent, the Swing Line Lender or the Issuing Lender,
as applicable, (ii) only the consent of the Administrative Agent shall be required for any amendment to the Fee Letter, and
(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 6.10 and Section 6.13 and provided, further that, if in connection with
any proposed waiver, amendment or modification referred to in Section 11.1(a) through Section 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.


 


11.2       No
Implied Waivers; Cumulative Remedies. No course of dealing and no delay or failure of the Administrative Agent, the 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.


 




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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) the 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 out of pocket expenses incurred by the Administrative Agent (including
the reasonable 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 out of pocket expenses incurred by the 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 the Issuing Lender (including the fees, charges and
disbursements of any counsel for the Administrative Agent, any Lender or the 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.


 


(b)          Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the 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 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 and the expense of investigation) 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 the 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 related in any way to
the Borrower or any of its Subsidiaries, 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.


 




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(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 11.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), the 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), the 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 the 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), the
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), the Issuing Lender or the Swing Line Lender in connection with such capacity.


 


(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 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 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, a 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(B). 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).


 




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(b)          Electronic
Communications. Notices and other communications to the Lenders and the 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 the 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.


 


(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 Lender 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 the Issuing Lender by
means of electronic communications pursuant to this Section, including through the Platform.


 




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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 Payment In Full. 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 Payment In Full
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 Payment In Full.


 


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, the 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:


 




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(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 $1,000,000, in the case of any assignment in respect of the Term Loan 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.


 


(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 seven (7) 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 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 the Issuing Lender and 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.


 




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(v)         No
Assignment to Certain Persons. No such assignment shall be made to (i) the Borrower or any of the Borrower’s Affiliates
or Subsidiaries or (ii) 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, the 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.


 


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 Section 3.1,
Section 3.2, Section 3.5 and Section 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 an 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.


 




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(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 Lender 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 Section 3.1, Section 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)), Section 3.5 and Section 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 Section
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, (ii) has been designated as a voting Participant (a “Voting Participant”) in a notice (a “Voting
Participant Notice”) sent by the relevant Lender (including any existing Voting Participant) to the Administrative Agent
and (iii) receives, prior to becoming a Voting Participant, the consent of the Administrative Agent (such 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), 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 Participant Notice and without the prior written consent of the Administrative Agent. The selling Lender (including
any existing Voting Participant) and the purchasing Voting Participant shall notify the Administrative Agent within three (3) 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.


 


(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 the Issuing Lender agree 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 regulations 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, the Issuing Lender or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower.


 




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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 the 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 and the other Loan Documents,
and any separate letter agreements with respect to fees payable to the Administrative Agent, 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.


 


(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 Colorado without regard to conflicts of law principles that require or permit application
of the laws of any other state or jurisdiction.


 




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(b)          SUBMISSION
TO JURISDICTION. EACH OF THE BORROWER AND OTHER LOAN PARTIES IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY,
TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF COLORADO SITTING IN DENVER COUNTY AND OF THE UNITED STATES DISTRICT
COURT OF COLORADO, 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 COLORADO 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 THE 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. EACH OF THE BORROWER AND OTHER LOAN PARTIES 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.


 


(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 (A) 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 (B) 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.


 




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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 Hedge Bank or provider of 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
Lender (or its Affiliate) or Hedge Bank, as the case may be. 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.


 


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.


 




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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 such Qualified
ECP Guarantors’ obligations and undertakings under this Section 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 Payment In Full of the Obligations and termination
of all the Commitments. 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.


 


11.17   
Acknowledgment 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;


 




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(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.


 


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(l) (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:


 




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(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”);


 


(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, without limitation, 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 without limitation 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 credit 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 without limitation 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 without limitation 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;


 




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(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;


 


(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 without limitation 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.


 




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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
(A) Section 548 of the Bankruptcy Code or (B) 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”).


 




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(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.


 


(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, regulation or decree 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.


 




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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.


 




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(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 ninety-five (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 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.


 




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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.


 


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]


 




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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:
	 	 
	 	OTELCO INC., as the Borrower


 


	 	By:  	/s/Curtis L. Garner, Jr
	 	 	Curtis L. Garner, Jr.
	 	 	Chief Financial Officer and Secretary


 


	 	GUARANTORS:
	 	 
	 	BLOUNTSVILLE TELEPHONE LLC, as a Guarantor
	 	BRINDLEE MOUNTAIN TELEPHONE LLC, as a Guarantor
	 	CRC COMMUNICATIONS LLC, as a Guarantor 
	 	GRANBY TELEPHONE LLC, as a Guarantor 
	 	I-LAND INTERNET SERVICES LLC, as a Guarantor
	 	MID-MAINE TELECOM LLC, as a Guarantor 
	 	MID-MAINE TELPLUS LLC, as a Guarantor
	 	OTELCO MID-MISSOURI LLC, as a Guarantor 
	 	OTELCO TELECOMMUNICATIONS LLC, as a Guarantor 
	 	OTELCO TELEPHONE LLC, as a Guarantor 
	 	PINE TREE TELEPHONE LLC, as a Guarantor 
	 	SACO RIVER TELEPHONE LLC, as a Guarantor 
	 	SHOREHAM TELEPHONE LLC, as a Guarantor
	 	HOPPER TELECOMMUNICATIONS LLC, as a Guarantor


 


	 	By:	/s/Curtis L. Garner, Jr.
	 	 	Curtis L. Garner, Jr.
	 	 	Chief Financial Officer and Secretary


 


[Signatures continue on following page.]


 


[Credit Agreement – Otelco Inc.]


 




     


     


    

 


[Signatures continued from previous page.]


 


	 	COBANK, ACB, as Administrative Agent, Issuing Lender, 

Swing Line Lender and as a Lender


 


	 	By:  	/s/Kevin Oliver
	 	 	Kevin Oliver
	 	 	Vice President


 


[Credit Agreement – Otelco Inc.]