Exhibit 10.2


 


Execution Version


 





 



 


Credit Agreement


 


among


 


Alaska
Management, Inc.,


as Holdings,


 


Project
8 Mergersub, Inc., a Delaware corporation, as the initial Borrower


and upon, from and after the consummation of the
Closing Date Merger,


Alaska
Communications Systems Group, Inc.


as the Borrower,


 


the Guarantors

from time to time party hereto,


 


the Lenders


from time to time party hereto,


 


and


 


Fifth Third
Bank, National Association


as Administrative Agent, L/C Issuer and Swing Line
Lender


 


Dated as
of July 22, 2021


 


Fifth
Third Bank, National Association.


Bank of
the West,


BofA Securities, Inc.,


Citizens
Bank, N.A.,


CoBank
ACB,


ING Capital
LLC,


MUFG Union
Bank, N.A.,


Royal
Bank of Canada and


Societe
Generale,


as Joint Lead
Arrangers


 


Fifth Third
Bank, National Association


as Sole Bookrunner


 





 



 






     


     


    

 


Table of
Contents


 





	 	 	Page
	 	 	 
	SECTION 1 DEFINITIONS; INTERPRETATION	 	 	1
	 	 	 	 
	Section 1.1 Definitions	 	 	1
	Section 1.2 Interpretation	 	 	46
	Section 1.3 Accounting Principles; Pro Forma Calculations	 	 	47
	Section 1.4 Rounding	 	 	47
	Section 1.5 Letter of Credit Amounts	 	 	47
	Section 1.6 Times of Day	 	 	48
	Section 1.7 Limited Condition Acquisitions	 	 	48
	Section 1.8 Classification	 	 	48
	Section 1.9 Calculation of Baskets	 	 	49
	 	 	 	 
	SECTION 2 THE CREDIT FACILITIES	 	 	49
	 	 	 	 
	Section 2.1 Term Loan Commitments	 	 	49
	Section 2.2 Revolving Credit Commitments	 	 	49
	Section 2.3 Letters of Credit	 	 	49
	Section 2.4 Applicable Interest Rates	 	 	53
	Section 2.5 Manner of Borrowing Loans and Designating Applicable Interest Rates	 	 	54
	Section 2.6 Minimum Borrowing Amounts; Maximum Loans	 	 	56
	Section 2.7 Maturity of Loans	 	 	57
	Section 2.8 Prepayments	 	 	58
	Section 2.9 Place and Application of Payments	 	 	60
	Section 2.10 Voluntary Commitment Terminations	 	 	62
	Section 2.11 Evidence of Indebtedness	 	 	62
	Section 2.12 Fees	 	 	63
	Section 2.13 [Reserved]	 	 	63
	Section 2.14 Designated Affiliates	 	 	63
	Section 2.15 Swing Loans.	 	 	63
	Section 2.16 Incremental Facilities	 	 	65
	 	 	 	 
	SECTION 3 CONDITIONS PRECEDENT	 	 	68
	 	 	 	 
	Section 3.1 Credit Events after the Closing Date	 	 	68
	Section 3.2 Initial Credit Event	 	 	69
	 	 	 	 
	SECTION 4 THE COLLATERAL AND GUARANTIES	 	 	71
	 	 	 	 
	Section 4.1 Collateral	 	 	71
	Section 4.2 Liens on Real Property	 	 	72
	Section 4.3 Guaranties	 	 	72
	Section 4.4 Further Assurances; Additional Subsidiaries	 	 	72
	Section 4.5 Cash Collateral	 	 	73
	 	 	 	 
	SECTION 5 REPRESENTATIONS AND WARRANTIES	 	 	74
	 	 	 	 
	Section 5.1 Organization and Qualification	 	 	74
	Section 5.2 Authority; Enforceability; Non-Contravention	 	 	74
	Section 5.3 Financial Reports	 	 	75
	Section 5.4 No Material Adverse Change	 	 	75
	Section 5.5 Litigation and Other Controversies	 	 	75




 







    i 


     


    


 





	Section 5.6 True and Complete Disclosure	 	 	76
	Section 5.7 Use of Proceeds; Margin Stock	 	 	76
	Section 5.8 Taxes	 	 	76
	Section 5.9 ERISA	 	 	77
	Section 5.10 Subsidiaries	 	 	77
	Section 5.11 Compliance with Laws	 	 	77
	Section 5.12 Environmental Matters	 	 	77
	Section 5.13 Regulated Entities	 	 	78
	Section 5.14 Intellectual Property	 	 	78
	Section 5.15 Good Title	 	 	78
	Section 5.16 Labor Relations	 	 	78
	Section 5.17 Governmental Authority and Licensing	 	 	78
	Section 5.18 Approvals	 	 	79
	Section 5.19 Solvency	 	 	79
	Section 5.20 [Reserved]	 	 	79
	Section 5.21 No Default	 	 	79
	Section 5.22 Sanctions	 	 	79
	Section 5.23 Insurance	 	 	79
	Section 5.24 Collateral	 	 	80
	Section 5.25 EEA Financial Institution	 	 	80
	Section 5.26 USAC Compliance	 	 	80
	Section 5.27 FCC and PUC Authorizations	 	 	80
	Section 5.28 Absence of Certain Changes	 	 	81
	 	 	 	 
	SECTION 6 AFFIRMATIVE COVENANTS	 	 	81
	 	 	 	 
	Section 6.1 Information Covenants	 	 	81
	Section 6.2 Inspections	 	 	84
	Section 6.3 Maintenance of Property and Insurance; Environmental Matters; Books and Records	 	 	84
	Section 6.4 Compliance with Laws	 	 	85
	Section 6.5 ERISA	 	 	85
	Section 6.6 Payment of Taxes	 	 	85
	Section 6.7 Preservation of Existence	 	 	85
	Section 6.8 Use of Proceeds	 	 	85
	Section 6.9 Compliance with Sanctions Programs; Anti-Corruption Laws	 	 	85
	Section 6.10 Material Agreements	 	 	86
	Section 6.11 Maintenance of FCC Authorizations and PUC Authorizations	 	 	86
	 	 	 	 
	SECTION 7 NEGATIVE COVENANTS	 	 	87
	 	 	 	 
	Section 7.1 Indebtedness	 	 	87
	Section 7.2 Liens	 	 	89
	Section 7.3 Consolidation, Merger, and Sale of Assets	 	 	92
	Section 7.4 Advances, Investments, and Loans	 	 	94
	Section 7.5 Restricted Payments	 	 	96
	Section 7.6 Contracts with Affiliates	 	 	98
	Section 7.7 Financial Covenants	 	 	99
	Section 7.8 Limitation on Restrictions	 	 	99
	Section 7.9 Restrictions or Changes and Amendments	 	 	100
	Section 7.10 Change in the Nature of Business	 	 	101
	Section 7.11 Use of Proceeds	 	 	101
	Section 7.12 Sale and Leaseback Transactions	 	 	101




 






    ii 


     


    


 


	Section 7.13 Amendments and Payments of Subordinated Indebtedness	 	 	101
	Section 7.14 Limitations on Holdings	 	 	102
	Section 7.15 Communications Authorizations	 	 	102
	 	 	 	 
	SECTION 8 EVENTS OF DEFAULT AND REMEDIES	 	 	103
	 	 	 	 
	Section 8.1 Events of Default	 	 	103
	Section 8.2 Non-Bankruptcy Defaults	 	 	105
	Section 8.3 Bankruptcy Defaults	 	 	105
	Section 8.4 Equity Cure	 	 	106
	Section 8.5 Government Approval	 	 	107
	Section 8.6 Appointment of Receiver	 	 	107
	 	 	 	 
	SECTION 9 CHANGE IN CIRCUMSTANCES AND CONTINGENCIES	 	 	107
	 	 	 	 
	Section 9.1 Funding Indemnity	 	 	107
	Section 9.2 Illegality	 	 	108
	Section 9.3 Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR	 	 	108
	Section 9.4 Increased Costs	 	 	110
	Section 9.5 Discretion of Lender as to Manner of Funding	 	 	111
	Section 9.6 Defaulting Lenders	 	 	112
	 	 	 	 
	SECTION 10 THE ADMINISTRATIVE AGENT	 	 	114
	 	 	 	 
	Section 10.1 Appointment and Authorization of Administrative Agent	 	 	114
	Section 10.2 Administrative Agent and Its Affiliates	 	 	114
	Section 10.3 Exculpatory Provisions	 	 	114
	Section 10.4 Reliance by Administrative Agent	 	 	116
	Section 10.5 Delegation of Duties	 	 	116
	Section 10.6 Non-Reliance on Administrative Agent and Other Lenders	 	 	116
	Section 10.7 Resignation of Administrative Agent and Successor Administrative Agent	 	 	117
	Section 10.8 L/C Issuer and Swing Line Lender	 	 	118
	Section 10.9 Hedging Liabilities, Bank Product Liabilities and Designated Letter of Credit Liabilities	 	 	118
	Section 10.10 No Other Duties; Designation of Additional Agents	 	 	118
	Section 10.11 Authorization to Enter into, and Enforcement of, the Collateral Documents and Guaranty	 	 	118
	Section 10.12 Administrative Agent May File Proofs of Claim	 	 	119
	Section 10.13 Collateral and Guaranty Matters	 	 	119
	Section 10.14 Credit Bidding	 	 	120
	Section 10.15 ERISA Matters	 	 	121
	Section 10.16 Acknowledgments Regarding Erroneous Payments	 	 	122
	 	 	 	 
	SECTION 11 MISCELLANEOUS	 	 	123
	 	 	 	 
	Section 11.1 Taxes	 	 	123
	Section 11.2 Mitigation Obligations; Replacement of Lenders	 	 	126
	Section 11.3 No Waiver, Cumulative Remedies	 	 	127
	Section 11.4 Non-Business Days	 	 	127
	Section 11.5 Survival of Representations	 	 	128
	Section 11.6 Survival of Indemnities	 	 	128
	Section 11.7 Sharing of Payments by Lenders	 	 	128
	Section 11.8 Notices; Effectiveness; Electronic Communication	 	 	128
	Section 11.9 Successors and Assigns; Assignments and Participations	 	 	131




 






    iii 


     


    


 


	Section 11.10 Amendments	 	 	137	 
	Section 11.11 Headings	 	 	138	 
	Section 11.12 Expenses; Indemnity; Damage Waiver	 	 	138	 
	Section 11.13 Set-off	 	 	140	 
	Section 11.14 Governing Law; Jurisdiction; Etc	 	 	141	 
	Section 11.15 Severability of Provisions	 	 	142	 
	Section 11.16 Excess Interest	 	 	142	 
	Section 11.17 Construction	 	 	142	 
	Section 11.18 Lender’s and L/C Issuer’s Obligations Several	 	 	142	 
	Section 11.19 USA Patriot Act	 	 	143	 
	Section 11.20 Waiver of Jury Trial	 	 	143	 
	Section 11.21 Treatment of Certain Information; Confidentiality	 	 	143	 
	Section 11.22 Counterparts; Integration; Effectiveness; Electronic Execution	 	 	144	 
	Section 11.23 All Powers Coupled with Interest	 	 	144	 
	Section 11.24 Acknowledgment and Consent to Bail-In of EEA Financial Institutions	 	 	145	 
	Section 11.25 Acknowledgment Regarding Any Supported QFCs	 	 	145	 
	Section 11.26 Closing Date Merger	 	 	146	 
	Section 11.27. MIRE Events	 	 	146	 
	 	 	 	 	 
	SECTION 12 THE GUARANTEES	 	 	147	 
	 	 	 	 	 
	Section 12.1 The Guarantees	 	 	147	 
	Section 12.2 Guarantee Unconditional	 	 	147	 
	Section 12.3 Discharge Only upon Facility Termination Date; Reinstatement in Certain Circumstances	 	 	148	 
	Section 12.4 Subrogation	 	 	148	 
	Section 12.5 Subordination	 	 	148	 
	Section 12.6 Waivers	 	 	149	 
	Section 12.7 Limit on Recovery	 	 	149	 
	Section 12.8 Stay of Acceleration	 	 	149	 
	Section 12.9 Benefit to Guarantors	 	 	149	 
	Section 12.10 Keepwell	 	 	149	 
	Section 12.11 Guarantor Covenants	 	 	149	 




 






    iv 


     


    


 


Exhibits


 


	Exhibit A	—	Notice of Payment Request
	Exhibit B	—	Notice of Borrowing
	Exhibit C	—	Notice of Continuation/Conversion
	Exhibit D-1	—	Term Note
	Exhibit D-2	—	Revolving Note
	Exhibit D-3	—	Swing Note
	Exhibit E	—	Compliance Certificate
	Exhibit F	—	Assignment and Assumption
	Exhibit G	—	Additional Guarantor Supplement
	Exhibit H	—	Solvency Certificate




 


Schedules


 


	Schedule 1	—	Commitments
	Schedule 5.10	—	Subsidiaries
	Schedule 5.26	—	USAC Compliance
	Schedule 5.27	—	FCC and PUC Authorizations
	Schedule 7.1	—	Existing Indebtedness
	Schedule 7.2	—	Existing Liens
	Schedule 7.4	—	Existing Investments



 






    v 


     


    


 





Credit
Agreement


 


This Credit Agreement is entered
into as of July 22, 2021 (as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time,
this “Agreement”), by and among Alaska Management, Inc., a
Delaware corporation (“Holdings”), Project 8 Mergersub, Inc., a
Delaware corporation, as the initial Borrower (“MergerSub”), Alaska Communications
Systems Group, Inc., a Delaware corporation (“Alaska Communications Systems Group”), as the Borrower upon,
from and after giving effect to the Closing Date Merger, certain Subsidiaries of the Borrower from time to time party hereto, as Guarantors,
the various institutions from time to time party hereto, as Lenders, and Fifth Third Bank, National Association, as Administrative Agent,
L/C Issuer and Swing Line Lender.


 


The Borrower has requested,
and the Lenders have agreed to extend, certain credit facilities on the terms and conditions of this Agreement. In consideration of the
premises, provisions, covenants and mutual agreements set forth in this Agreement, the sufficiency and receipt of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


SECTION 1     Definitions;
Interpretation.


 


Section 1.1          Definitions.
The following terms when used herein shall have the following meanings:


 


“Acquired Business”
means the entity or assets acquired by the Borrower or any Subsidiary in an Acquisition, whether before or after the date hereof.


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any division, business unit or product line of a Person, (b) the acquisition
of in excess of 50.0% of the Equity Interests of any Person (other than a Person that is a Subsidiary), or otherwise causing any Person
to become a Subsidiary, or (c) a merger, consolidation or any other combination with another Person (other than a Person that is
a Subsidiary).


 


“Additional Guarantor
Supplement” means an Additional Guarantor Supplement substantially in the form attached hereto as Exhibit G or such
other form reasonably acceptable to the Borrower and the Administrative Agent.


 


“Adjusted LIBOR”
means, for any Borrowing of Eurodollar Loans, a rate per annum equal to the quotient of (a) LIBOR, divided by (b) one minus
the Reserve Percentage; provided that for as long as the Adjusted LIBOR shall be less than zero, such rate shall be deemed zero
for purposes of this Agreement.


 


“Administrative Agent”
means Fifth Third Bank (or any domestic or foreign branch, office or affiliate), as contractual representative for itself and the
other Lenders and any successor pursuant to Section 10.7.


 


“Administrative Questionnaire”
means, with respect to each Lender, an administrative questionnaire in a form supplied by the Administrative Agent and duly completed
by such Lender.


 


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


 






      


     


    

 


“Affiliate”
means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person.
A Person shall be deemed to control another Person for the purposes of this definition if such Person possesses, directly or indirectly,
the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting
securities, common directors, trustees or officers, by contract or otherwise; provided that, in any event for purposes of this
definition, any Person that owns, directly or indirectly, 10.0% or more of the securities having the ordinary voting power for the election
of directors or governing body of a corporation or 10.0% or more of the partnership or other ownership interest of any other Person (other
than as a limited partner of such other Person) will be deemed to control such corporation or other Person.


 


“Agreement”
is defined in the introductory paragraph hereto.


 


“Alaska Communications
Systems Group” is defined in the introductory paragraph of this Agreement.


 


“Anchor Tenant Pro
Forma Contracts” means all customer contracts for fiber builds, customer contracts for CRAN builds or other types of customer
contracts that are (x) signed during any period and (y) reasonably expected to commence generating revenue within twenty four
(24) months of such date of determination.


 


“Anchor Tenant Fiber
Contract Adjustment” means an amount to be added to Consolidated EBITDA for any period equal to the revenue that would have
been earned on all Anchor Tenant Pro Forma Contracts as if such contracts had been entered into on the first (1st) day of such
period, in each case, net of any revenues actually earned and included in Consolidated EBITDA from any such Anchor Tenant Pro Forma Contract
during the applicable period.


 


“Applicable Margin”
means, from the Closing Date until the first Pricing Date (as defined below), the rates per annum applicable to Eurodollar Loans, Base
Rate Loans, Reimbursement Obligations, L/C Participation Fees or the Commitment Fees shown opposite Level II below, and thereafter from
one Pricing Date to the next the Applicable Margin means the rates per annum applicable to Eurodollar Loans, Base Rate Loans, Reimbursement
Obligations, L/C Participation Fees or the Commitment Fees determined in accordance with the following schedule:


 


	Tier/Level	 	 	Consolidated Total 

Net Leverage Ratio	 	Applicable Margin

 for Eurodollar

 Loans and L/C

 Participation Fees	 	 	Applicable Margin

 for Base Rate 

Loans and

 Reimbursement

 Obligations	 	 	Applicable 

Margin for

 Commitment 

Fees	 
	I	 	 	Greater than 3.00:1.00	 	 	4.00	%	 	 	3.00	%	 	 	0.50	%
	II	 	 	Less than or equal to 3.00:100 but greater than 2.50:1.00	 	 	3.50	%	 	 	2.50	%	 	 	0.375	%
	III	 	 	Less than 2.50:1.00	 	 	3.00	%	 	 	2.00	%	 	 	0.250	%



 






    2 


     


    

 


For purposes hereof, the term
 “Pricing Date” means, for any fiscal quarter of Holdings ending on or after December 31, 2021, the date on which
the Administrative Agent is in receipt of Holdings’ most recent financial statements (and, in the case of the year-end financial
statements, audit report) and compliance certificate for the fiscal quarter then ended, pursuant to Section 6.1. The Applicable
Margin shall be established based on the Consolidated Total Net Leverage Ratio for the most recently completed fiscal quarter and the
Applicable Margin established on a Pricing Date shall remain in effect until the next Pricing Date. If Holdings has not delivered its
financial statements and compliance certificate by the date such financial statements (and, in the case of the year-end financial statements,
audit report) and compliance certificate are required to be delivered under Section 6.1, at the request of the Required Lenders,
until such financial statements and audit report, as applicable, and compliance certificate are delivered, the Applicable Margin shall
be the highest Applicable Margin (i.e., Level I above). If Holdings subsequently delivers such financial statements and compliance certificate
before the next Pricing Date, the Applicable Margin established by such late delivered financial statements and compliance certificate
shall take effect from the date of delivery until the next Pricing Date. In all other circumstances, the Applicable Margin established
by such financial statements and compliance certificate shall be in effect from the Pricing Date that occurs immediately after the end
of the fiscal quarter covered by such financial statements until the next Pricing Date. Each determination of the Applicable Margin made
by the Administrative Agent in accordance with the foregoing shall be conclusive and binding on the Borrower and the Lenders absent manifest
error. Notwithstanding the foregoing, if, as a result of any restatement of or other adjustment to the financial statements of Holdings
and its Subsidiaries or for any reason, the Administrative Agent reasonably determines that (a) the Consolidated Total Net Leverage
Ratio as calculated on any Pricing Date was inaccurate and (b) a proper calculation of the Consolidated Total Net Leverage Ratio
would have resulted in a higher Applicable Margin for any period than the Applicable Margin applied for such period, then the Borrower
shall automatically and retroactively be obligated to pay to the Administrative Agent for the benefit of the Lenders, promptly on demand
by the Administrative Agent, 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.


 


“Application”
is defined in Section 2.3(b).


 


“Approved 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 business and that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required
by Section 11.9(b)(iii)), and accepted by the Administrative Agent, in substantially the form of Exhibit F or
any other form (including an electronic documentation form generated by use of an electronic platform) approved by the Borrower and the
Administrative Agent, in their reasonable discretion.


 


“ATN” means
ATN International, Inc., a Delaware corporation.


 


“Audited Historical
Financial Statements” means the audited consolidated balance sheet of Alaska Communications Systems Group and its Subsidiaries
for the fiscal year ended December 31, 2019, and the related consolidated statements of income or operations, shareholders’
equity and cash flows for such fiscal year


 


“Authorized Officer”
means those persons shown on the list of officers provided by the Borrower pursuant to Section 3.2 or on any update of any
such list provided by the Borrower to the Administrative Agent from time to time, or any further or different officers of the Borrower
so named by any Authorized Officer of the Borrower in a written notice to the Administrative Agent.


 


“Auto-Extension Letter
of Credit” is defined in Section 2.3(f).


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark
is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise,
any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.


 






    3 


     


    

 


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


 


“Bail-In Legislation”
means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).


 


“Bank Product Liability”
means any and all of the obligations of any Loan Party or any Subsidiary thereof with respect to Bank Products to a Bank Product Provider,
whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions
and modifications thereof and substitutions therefor).


 


“Bank Product Provider”
means any Person that (a) is the Administrative Agent, any of the Lenders or any Affiliates thereof, or (b) who was a party
to a Bank Products Agreement at the time such Person became the Administrative Agent, a Lender or an Affiliate thereof.


 


“Bank Products”
means each and any of the following bank products and services provided to any Loan Party or any Subsidiary thereof: (a) credit cards
for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored
value cards, and (c) depository, cash management, and treasury management services (including, without limitation, controlled disbursement,
automated clearinghouse transactions, return items, overdrafts and interstate depository network services).


 


“Bank Products Agreement”
means any agreement governing Bank Product Liabilities.


 


“Bankruptcy Code”
means Title 11 of the United States Code as now and hereinafter in effect and any successors to such statutes or any similar federal or
state law for the relief of debtors.


 


“Base Rate”
means for any day, the rate per annum equal to the greatest of: (a) the rate of interest announced by Fifth Third Bank from time
to time as its “prime rate” as in effect on such day, with any change in the Base Rate resulting from a change in said prime
rate to be effective as of the date of the relevant change in said prime rate (it being acknowledged that such rate may not be the Fifth
Third Bank’s best or lowest rate), (b) the sum of (i) the Federal Funds Rate, plus (ii) 0.50% and (c) the
sum of (i) the Adjusted LIBOR that would be applicable to a Eurodollar Loan with a 1 month Interest Period advanced on such day (or
if such day is not a Business Day, the immediately preceding Business Day), plus (ii) 1.00%; provided, that, in no
event shall the Base Rate be less than zero percent (0.00%).


 


“Base Rate Loan”
means a Loan in Dollars bearing interest based on the Base Rate.


 


“Benchmark”
means, initially, USD LIBOR; provided that if a replacement of the Benchmark has occurred pursuant to Section 9.3(b),
then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such
prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation
thereof.


 






    4 


     


    

 


“Benchmark Replacement”
means, for any Available Tenor:


 


(1)          For
purposes of Section 9.3(b)(i), the first alternative set forth below that can be determined by the Administrative Agent:


 


(a)         the
sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161%
(26.161 basis points) for an Available Tenor of three-month’s duration, and 0.42826% (42.826 basis points) for an Available Tenor
of six-months’ duration;


 


(b)        the
sum of: (i) Daily Simple SOFR and (ii) the spread adjustment selected or recommended by the Relevant Governmental Body for the
replacement of the tenor of USD LIBOR with a SOFR-based rate having approximately the same length as the interest payment period specified
in Section 9.3(b)(i);


 


provided that if the Borrower
has a Hedge Agreement in effect with respect to all or part of the Obligations, in order to more closely align the floating interest rate
under the Obligations with the floating rate option under such Hedge Agreement, and giving due consideration to evolving standards and
market practice, the Administrative Agent and Borrower may agree to replace the Benchmark Replacement in paragraph (b) of this definition
with the sum of (i) Daily Compounded SOFR and (ii) the spread adjustment that would apply to the fallback rate for a derivative
transaction referencing the ISDA Definitions; provided further that, in such event, the Administrative Agent shall provide written
notice of such election to the Lenders prior to the replacement of USD LIBOR under Section 9.3(b)(i); and


 


(2)           For
purposes of Section 9.3(b)(ii), the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be
a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement
for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any
applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;


 


(3)           For
purposes of Section 9.3(b)(iii), the “Benchmark Replacement” shall revert to and shall mean the Benchmark Replacement
set forth in Section 9.3(b)(i) in respect of any subsequent Benchmark setting.


 


Notwithstanding anything to
the contrary herein, if the Benchmark Replacement as determined pursuant to any clause in this definition would be less than the Floor,
the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


Further, if the Benchmark
interest rate to be replaced is rounded upwards to the next 1/8th of 1% under the terms of this Agreement or any Loan Document,
the Benchmark Replacement shall also be rounded up to the next 1/8th; provided further that this provision governing
rounding shall not apply if the Borrower has a Hedge Agreement in effect with respect to all or part of the Obligations.


 


“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including
changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest
Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment,
conversion or continuation notices, the applicability and length of lookback periods or observation shifts, the applicability of breakage
provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect
the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in
a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market
practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of
such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary
in connection with the administration of this Agreement and the other Loan Documents).


 






    5 


     


    

 


“Benchmark Transition
Event” means, with respect to any then-current Benchmark other than USD LIBOR, the occurrence of a public statement or publication
of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of
such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with
jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark,
or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating
that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently
or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to
provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative
of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.


 


“Beneficial Ownership
Certification” is defined in Section 3.2(p).


 


“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.


 


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


 


“Borrower”
means (i) prior to the consummation of the Closing Date Merger, MergerSub, and (ii) upon, from and after the consummation of
the Closing Date Merger, Alaska Communications Systems Group.


 


“Borrowing”
means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into
such type by the Lenders under a Credit on a single date and, in the case of Eurodollar Loans, for a single Interest Period. Borrowings
of Loans are made and maintained ratably from each of the Lenders under a Credit according to their Percentages of such Credit. A Borrowing
is “advanced” on the day Lenders advance funds comprising such Borrowing to the Borrower, is “continued”
on the date a new Interest Period for the same type of Loans commences for such Borrowing, and is “converted” when
such Borrowing is changed from one type of Loans to the other, all as requested by the Borrower pursuant to Section 2.5(a).
Borrowings of Swing Loans are made by the Administrative Agent in accordance with the procedures set forth in Section 2.15.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which banks are required or authorized to close in New York, New York or Cincinnati,
Ohio and when determined in connection notices and determinations in respect of Adjusted LIBOR or any Eurodollar Loan or any funding,
conversion, continuation, Interest Period or payment of any Eurodollar Loan, that is also a day on which dealing in Dollar deposits
in the interbank eurodollar market in London, England.


 






    6 


     


    

 


“CAF II Buildout
Obligations” means the service obligations of Alaska Communications Systems Group as set forth in its Connect America Fund Phase
II deployment plan as approved by the Wireline Competition Bureau of the FCC in Release No. DA 20-395 (April 9, 2020).


 


“Capital Lease”
means any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee.


 


“Capitalized Lease
Obligation” means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital
Lease determined in accordance with GAAP.


 


“Cash Collateral”
shall have a meaning correlative to the cash or deposit account balances referred to in the definition of Cash Collateralize set forth
in this Section 1.1 and shall include the proceeds of such cash collateral and other credit support.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Administrative Agent, the
L/C Issuer, the Swing Line Lender, and the Lenders, as collateral for L/C Obligations, obligations in respect of Swing Loans, or obligations
of Lenders to fund participations in respect of L/C Obligations (as the context may require), cash or deposit account balances or, if
the L/C Issuer benefiting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation
in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender,
as applicable.


 


“Cash Equivalents”
means any of the following types of Investments:


 


(a)           Dollars;


 


(b)          Local
currencies held by any Loan Party or any Subsidiary from time to time in the ordinary course of business and not for speculation;


 


(c)           readily
marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof
having maturities of not more than three hundred sixty days (360) days from the date of acquisition thereof; provided that the
full faith and credit of the United States is pledged in support thereof;


 


(d)          time
deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender
or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking
subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia and
is a member of the Federal Reserve System (with respect to such commercial banks organized under the laws of the United States), (ii) issues
(or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined
capital and surplus of at least $1,000,000,000, in each case with maturities of not more than three hundred sixty (360) days from the
date of acquisition thereof;


 


(e)           commercial
paper issued by any Person organized under the laws of any state of the United States or the District of Columbia and rated at least “Prime-2”
(or the then equivalent grade) by Moody’s or at least “A-2” (or the then equivalent grade) by S&P, in each case
with maturities of not more than two hundred seventy (270) days from the date of acquisition thereof; and


 






    7 


     


    

 


(f)           Investments,
classified in accordance with GAAP as current assets of Holdings or any of its Subsidiaries, in money market investment programs registered
under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from
either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity
described in clauses (a), (b) and (c) of this definition.


 


In the case of any Loan Party or any
Subsidiary organized in a jurisdiction outside of the United States of America, Cash Equivalents shall also include (i) investments
of the type and maturity described in clauses (c) through (f) above of foreign obligors, which Investments or obligors (or the
parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other
short-term investments in accordance with normal investment practices for cash management in investments analogous to the foregoing investments
in clauses (c) through (f) and in this paragraph.


 


“CFC” means
a Person that is a controlled foreign corporation under Section 957 of the Code.


 


“CFC Holdco”
means any Domestic Subsidiary (other than, for the avoidance of doubt, the Borrower) all or substantially all of the assets of which consist
of Equity Interests or Indebtedness of one or more CFCs.


 


“Change in Law”
means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation
or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not
having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and (ii) all requests, rules, regulations, guidelines or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.


 


“Change of Control”
means an event or series of events by which:


 


(a)          any
Person (together with its Affiliates), at any time, shall own or control, directly or indirectly, a greater percentage on a fully diluted
basis of the voting Equity Interests of Holdings than the percentage of the voting Equity Interests of Holdings owned and controlled,
directly or indirectly, by ATN at such time; or


 


(b)           ATN
shall cease to own and control, directly or indirectly, on a fully diluted basis (i) at least 85% of the Equity Interests of Holdings
owned and controlled, directly or indirectly, by ATN on the Closing Date, or (ii) at least 45% of the voting Equity Interests of
Holdings; or


 


(c)           Holdings
ceases to own and control, directly, 100% of the Equity Interests of the Borrower; or


 


(d)           ATN
shall fail to have the right to appoint a majority of the board of managers (or similar governing body) of Holdings or any Loan Party.


 


“Closing Date” means
the date of this Agreement.


 






    8 


     


    

 


“Closing Date Merger”
means the Acquisition by Holdings of Alaska Communications Systems Group pursuant to the merger of MergerSub with and into Alaska Communications
Systems Group in accordance with the Closing Date Merger Agreement, with the latter as the surviving entity of such merger and a wholly
owned Subsidiary of Holdings.


 


“Closing Date Merger
Agreement” means that certain Agreement and Plan of Merger, dated as of December 31, 2020, by and among Holdings, MergerSub
and Alaska Communications Systems Group, together with the exhibits, disclosure schedules or other attachments thereto.


 


“Closing Date Merger
Agreement Representations” means such of the representations and warranties made by Alaska Communications Systems Group with
respect to itself or any of its subsidiaries in the Closing Date Merger Agreement as are material to the interests of the Lenders, but
only to the extent that Holdings or any of its applicable Affiliates has the right (following the expiration of any applicable grace or
cure periods) to terminate its or their obligations under the Closing Date Merger Agreement or otherwise decline to consummate the Closing
Date Merger pursuant to the Closing Date Merger Agreement (in each case, in accordance with the terms thereof) as a result of a failure
of a condition resulting from the breach of any such representation or warranty.


 


“Closing Date Equity
Contribution” means, collectively, (i) the cash equity investments (collectively, the “Parent Equity Contribution”),
in each case, in the form (A) common equity, (B) preferred equity or (C) other equity interests (in the case of the foregoing
clauses (B) and (C), with provisions reasonably acceptable to the Administrative Agent), made by the Investors on or prior to the
Closing Date, in cash to Parent, (ii) the immediate contribution of 100.0% of the proceeds from the Parent Equity Contribution to
Holdings in the form of a cash common and preferred equity investment (in the case of preferred equity, with provisions reasonably acceptable
to the Administrative Agent) (the “Holdings Equity Contribution”), and (iii) the immediate contribution of 100.0%
of the proceeds from the Holdings Equity Contribution to MergerSub; provided that the aggregate amount of the Parent Equity Contribution
is greater than or equal to an amount equal to 35.0% of the sum of (1) the aggregate principal amount of all Loans extended hereunder
on the Closing Date plus (2) the aggregate amount of the Parent Equity Contribution, in each case, after giving Pro Forma Effect
to the Closing Date Transactions (the “Minimum Closing Date Equity Contribution”).


 


“Closing Date Refinancing”
means the repayment of all existing third-party debt for borrowed money of the Borrower and its Subsidiaries under that certain Credit
Agreement, dated as of March 13, 2017, by and among Alaska Communications Systems Holdings, Inc., as the borrower, Alaska Communications
Systems Group and certain of its direct and indirect Subsidiaries, as guarantors, ING Capital LLC, as administrative agent, and the
lenders party thereto, as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, and the release
or termination of all liens and guarantees thereunder.


 


“Closing Date Transaction
Costs” has the meaning set forth in the definition of “Closing Date Transactions”.


 


“Closing Date Transactions”
means, collectively, the following transactions, each occurring on the Closing Date: (A) the entering into the Loan Documents and
the initial Credit Event hereunder, (B) the consummation of the Closing Date Merger, (C) the consummation of the Closing Date
Refinancing, (D) the consummation of the Closing Date Equity Contribution and (E) the payment of all fees, premiums, commissions,
expenses and other transaction costs (collectively, the “Closing Date Transaction Costs”) incurred in connection with
the foregoing.


 


“Code”
means the Internal Revenue Code of 1986 and the rules and regulations issued thereunder.


 






    9 


     


    

 


“Collateral”
means all properties, rights, interests, and privileges from time to time subject to the Liens granted to the Administrative Agent, or
any security trustee therefor, by the Collateral Documents, excluding the Excluded Property.


 


“Collateral Account”
is defined in Section 4.5(a).


 


“Collateral Documents”
means the Security Agreement, the Mortgages and all other security agreements, pledge agreements and other agreements pursuant to
which Liens are granted to the Administrative Agent by the Loan Parties to secure the Secured Obligations. For the avoidance of doubt,
the term “Collateral Documents” shall not include any Hedge Agreements or Bank Products Agreements.


 


“Commitment Fee”
is defined in Section 2.12(a).


 


“Commitment Letter”
means that certain commitment letter, dated as of December 31, 2020, by and among the Arranger, the Administrative Agent and Holdings.


 


“Commitments”
means the Revolving Credit Commitments (which includes the L/C Sublimit and the Swing Line Sublimit), the Term Loan Commitments and the
commitments in respect of any Incremental Facility, as the context may require.


 


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


 


“Communications”
is defined in Section 11.8(d)(ii).


 


“Communications Laws”
means the Communications Act of 1934, the FCC Rules, and the relevant state Laws governing the telecommunications industry (including
any regulations promulgated by a PUC) as are applicable to the PUC Authorizations.


 


“Company Material
Adverse Effect” shall have the meaning assigned to “Company Material Adverse Effect” in the Closing Date Merger
Agreement.


 


“Compliance Certificate”
means a certificate of the chief financial officer or other financial or accounting officer of the Borrower substantially in the form
of Exhibit E attached hereto.


 


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


 


“Consolidated Capital
Expenditures” means, for any period, the aggregate amount of all expenditures (whether paid in cash or accrued as a liability)
of Holdings and its Subsidiaries on a consolidated basis, for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital
assets or additions to property, plant, or equipment (including replacements, capitalized repairs, and improvements) which should be capitalized
on the balance sheet of Holdings and its Subsidiaries in accordance with GAAP. For purposes of this definition, the term “Consolidated
Capital Expenditures” shall not include, without duplication, any expenditures (a) made or assumed in connection with a Permitted
Acquisition (and, for the avoidance of doubt, the purchase price of any Permitted Acquisition shall not be included in the term “Consolidated
Capital Expenditure”), (b) to the extent such Loan Party or applicable Subsidiary is reimbursed in cash by a third party, (c) to
the extent that they are actually paid for by any Person other than a Loan Party or any of its Subsidiaries and for which no Loan Party
or any of its Subsidiaries has provided or is required to provide or incur, directly or indirectly, any consideration or monetary obligation
to such third party or any other Person (whether before, during or after such period) or (d) expenditures which are financed or funded
with the Net Cash Proceeds of any Disposition or Event of Loss reinvested as permitted pursuant to Section 2.8(b).


 






    10 


     


    

 


“Consolidated Current
Assets” means, as of any date of determination, the total assets of Holdings and its Subsidiaries on a consolidated basis that
may properly be classified as current assets in conformity with GAAP, excluding (a) appropriate and adequate reserves therefrom in
each case in which a reserve is proper in accordance with GAAP, (b) cash and Cash Equivalents and (c) amounts related to current
or deferred taxes, and excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting
or purchase accounting, as the case may be, in relation to the Closing Date Transactions or any consummated acquisition permitted hereunder.


 


“Consolidated Current
Liabilities” means, as at any date of determination, the total liabilities of Holdings and its Subsidiaries on a consolidated
basis that may properly be classified as current liabilities in conformity with GAAP, excluding (a) the current portion of any long-term
Indebtedness unless due within one (1) year, (b) the current portion of interest, (c) current or deferred tax liabilities,
(d) Revolving Loans, Swing Loans and Letters of Credit unless due within one (1) year, (e) the current portion of any Capitalized
Lease Obligation, and (f) the amount of earn-outs not required to be paid within one year after such date and, furthermore,
excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting,
as the case may be, in relation to the Closing Date Transactions or any consummated acquisition.


 


“Consolidated EBITDA”
means, with reference to any period for Holdings and its Subsidiaries on a consolidated basis, Consolidated Net Income for such period
plus, without duplication,


 


(a)          to
the extent deducted in arriving at Consolidated Net Income for such period (except with respect to clauses (xii), (xiv) and (xxiii) below),
the sum of the following:


 


(i)         Consolidated
Interest Expense;


 


(ii)         provision
for taxes based on income, profits, revenue or capital, including federal, state, local and foreign income, franchise, excise, value added
and similar taxes, property taxes and similar taxes, and foreign withholding taxes paid or accrued during such period (including any future
taxes or other levies that replace or are intended to be in lieu of taxes, and any penalties and interest related to taxes or arising
from tax examinations);


 


(iii)       depreciation
and amortization expense (including amortization of goodwill, software and other intangible assets and non-cash amortization of debt discount
or deferred financing costs);


 


(iv)       (A) all
non-cash items, write-downs, charges, losses or expenses, including (x) purchase accounting adjustments under ASC 805, (y) non-cash
translation loss and non-cash expense relating to the vesting of warrants, and (z) costs and expenses relating to any non-cash equity
based compensation or equity-based incentive plan or any other management or employee benefit plan or agreement or any stock subscription
or shareholder agreement, but excluding (1) any such non-cash items, write-downs, charges, losses or expenses to the extent there
is a reasonable expectation that there will be cash charges with respect to such items, write-downs, charges, losses and expenses in a
future accounting period, and (2) write-offs of current assets and (B) any cash costs or expenses relating to any equity-based
compensation or equity-based incentive plan or any other management or employee benefit plan or agreement or any stock subscription or
shareholder agreement in each case, of Holdings or any of its subsidiaries for such period, to the extent that such costs or expenses
are funded with Net Cash Proceeds from the issuance of Equity Interests of, or a contribution to the capital of, Holdings as cash common
equity and/or Qualified Capital Stock;


 






    11 


     


    

 


(v)          losses
from any sale, disposal or impairment of property, equipment and other long-term assets, including goodwill, intangibles and spectrum,
in each case excluding losses from the sale of inventory or equipment in the ordinary course of business;


 


(vi)          fees,
costs, accruals, expenses or charges (including rationalization, legal, tax, structuring and other costs and expenses) relating to the
Transactions (including fees, costs (including settlement amounts) and expenses in connection with any shareholder litigation) incurred
or accrued on or prior to the Closing Date or following the Closing Date but on or prior to the end of the second full fiscal quarter
after the Closing Date; provided that the aggregate amount added back to Consolidated EBITDA under this clause (vi) shall
not exceed $22,011,291 in the aggregate;


 


(vii)        any
fees, costs, accruals, expenses or charges (including rationalization, legal, tax, structuring and other costs and expenses) related to
(A) any actual, proposed or contemplated issuance or registration (actual or proposed) of Equity Interests, (B) any Investment,
Acquisition, Disposition, dividend, recapitalization, or Restricted Payment, and (C) any consolidation, restructuring, repayment
(including, any unamortized fees, costs and expenses paid in cash in connection with such repayment), amendment, negotiation, modification,
restatement, waiver, forbearance or other transaction cost related to Indebtedness (including, without limitation, letter of credit fees)
or any refinancing of such Indebtedness; in each case, whether or not consummated, successful or permitted under this Agreement and including
(w) lease renegotiation or lease breakage costs, (x) non-operating or non-recurring professional fees, costs and expenses related
thereto, (y) deferred commission or similar payments, and (z) any breakage costs incurred in connection with the termination
of any hedging agreement as a result of the prepayment of Indebtedness;


 


(viii)        [reserved];


 


(ix)          any
fees, premiums, penalty payments, costs or expenses incurred in connection with the administration of this Agreement and the other Loan
Documents and paid or reimbursed to the Administrative Agent or any of the Lenders or other third parties paid or engaged by the Administrative
Agent or any of the Lenders or paid by any of the Loan Parties;


 


(x)           cash
or non-cash extraordinary (as defined in accordance with GAAP prior to the effectiveness of FASB ASU 2015-1) or non-recurring losses,
expenses and charges for such period (including costs of and payments of actual or prospective legal settlements, fines, judgments or
orders);


 


(xi)          [reserved];


 






    12 


     


    

 


(xii)        the
amount of pro forma “run rate” cost savings, operating expense reductions and synergies related to Permitted Acquisitions
and other similar Investments, Dispositions and other similar transactions, restructurings, operating improvements, cost savings initiatives
and other similar transactions and initiatives that are reasonably identifiable, factually supportable and projected by such person in
good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be
taken (in the good faith determination of such person) within 24 months after such Permitted Acquisition or other similar Investment,
Disposition or other similar transaction, restructuring, operating improvement, cost savings initiative or other similar transaction or
initiative (which will be added to Consolidated EBITDA as so projected until finally realized and calculated on a Pro Forma Basis as though
such expected cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day
of such period);


 


(xiii)         (A) restructuring
charges, integration charges, retention, recruiting, relocation and signing bonuses and expenses, business optimization charges and expenses,
charges or expenses in respect of stock options and other equity-based compensation expenses or incentive plans (including, in each case,
payments made with respect to curtailments or modifications to pension and post-retirement employee benefit plans (including, without
limitation, any payroll or employment taxes)), deferred commission or similar payments, cash stay bonuses paid to employees, severance
costs, curtailments or modifications to pension and post-retirement employee benefits, new systems design and implementation costs and
carve-out related items, including, without limitation, any one-time expense relating to enhanced accounting function and compliance with
current and future Accounting Standards Codification (including the implementation of ASC 606) or other transaction costs, including those
associated with becoming a standalone entity or a public company and (B) any net losses from discontinued operations;


 


(xiv)        any
adjustments (including pro forma adjustments) of the type set forth in any quality of earnings or other type of report prepared by a nationally
or regionally recognized independent accounting firm or any other accounting firm reasonably acceptable to the Administrative Agent that
is obtained in connection with any Permitted Acquisition or other Investment permitted hereunder;


 


(xv)         any
loss (whether cash or non-cash) resulting from the early retirement, termination, extinguishment or cancellation of Indebtedness;


 


(xvi)        net
unrealized losses from Hedge Agreements and other derivatives instruments that require similar accounting treatment and the application
of Accounting Standard Codification Topic 815 and related pronouncements;


 


(xvii)       any
expenses and charges that are reimbursed by insurance, indemnification or other type of reimbursement agreement or arrangement, or so
long as the Borrower reasonably expects that such amount will in fact be indemnified or reimbursed within three hundred sixty five (365)
days of the date of such charge or payment (and such amount is in fact reimbursed within three hundred sixty five (365) days of the date
of such charge or payment (with a deduction for any amount so added back to the extent not so reimbursed within such three hundred sixty
five (365) days)), by any third party other than Holdings, the Borrower or any of its Subsidiaries;


 


(xviii)       (A) the
amount of management, monitoring, consulting, transaction and advisory fees (including termination fees) and related indemnities and expenses
paid or accrued in such period to ATN or any of its Affiliates to the extent permitted under Section 7.6(f)(i), and (B) independent
director or community board member costs, fees (including reasonable consulting fees), reasonable and documented expenses, reimbursements
and indemnification payments;


 






    13 


     


    

 


(xix)         non-recurring
expenses relating to the adoption and implementation of new accounting standards and systems;


 


(xx)          upfront
payments to customers for contract termination and related costs resulting from the migration of their business to the Borrower and its
Subsidiaries;


 


(xxi)        payments
relating to contingent acquisition consideration to the extent incurred in connection with any Permitted Acquisition or Investment;


 


(xxii)        losses
or discounts on sales of receivables in connection with securitization or factoring programs; and


 


(xxiii)       the
Anchor Tenant Fiber Contract Adjustment; provided that the aggregate amount added back to Consolidated EBITDA under this clause
(xxiii) during such period shall not exceed $7,500,000 in any LTM Period; minus


 


(b)          the
sum of all amounts added in arriving at Consolidated Net Income for such period amount in respect of:


 


(i)           without
duplication and to the extent reflected as a gain or otherwise included in the calculation of Consolidated Net Income, non-cash gains
(excluding any such non-cash gains to the extent there is a reasonable expectation that there will be cash gains with respect to such
gains in future accounting periods);


 


(ii)           income
and gains from any sale, disposal or impairment of property, equipment and other long-term assets, including goodwill, intangibles and
spectrum, other than sales of inventory and equipment in the ordinary course of business;


 


(iii)          cash
extraordinary (as defined in accordance with GAAP prior to the effectiveness of FASB ASU 2015-1) or non-recurring gains;


 


(iv)          any
gains from the early retirement, termination, extinguishment or cancellation of Indebtedness;


 


(v)           any
net gains from discontinued operations; and


 


(vi)          net
unrealized gains in the fair market value of any Hedge Agreement or other derivatives instrument that requires similar accounting treatment
and the application of Accounting Standard Codification Topic 815 and related pronouncements;


 


provided, that the aggregate
amount added back to Consolidated EBITDA pursuant to clauses (a)(vii) (solely to the extent such amounts added back relate to any
transaction or amendment, waiver, consent or modification that has not been consummated as of the last day of such period), (a)(x), (a)(xii) and
(a)(xiii) above shall not exceed twenty-five percent (25.0%) of Consolidated EBITDA for the period of four fiscal quarters ending
on such calculation date (as calculated prior to giving effect to such addbacks).


 






    14 


     


    

 


For the purposes
of calculating Consolidated EBITDA for any relevant four fiscal quarter period, notwithstanding the foregoing, but subject, without any
duplication, to any adjustments in connection with a Specified Transaction in accordance with the definition of Pro Forma Basis, (x) Consolidated
EBITDA for the most recent four (4) fiscal quarters ending prior to the Closing Date will be deemed to be as set forth below (the
 “Stipulated EBITDA”):


 


	Fiscal Quarter Ended	 	 	Consolidated EBITDA for

 such Fiscal Quarter	 
	June 30, 2020	 	 	$	                          17,872,000	 
	September 30, 2020	 	 	$	17,913,000	 
	December 31, 2020	 	 	$	16,005,000	 
	March 31, 2021	 	 	$	20,099,000	 



 


“Consolidated Fixed
Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) the sum of (i) Consolidated EBITDA
for the most recently ended LTM Period minus (ii) Consolidated Unfinanced Maintenance Capital Expenditures made in cash for
the most recently ended LTM Period to (b) Consolidated Fixed Charges for the most recently ended LTM Period.


 


“Consolidated Fixed
Charges” means, with reference to any period for Holdings and its Subsidiaries on a consolidated basis, the sum of (a) all
scheduled payments of principal on Indebtedness made during such period (determined without giving effect to any reduction of such scheduled
payments resulting from the application of any voluntary or mandatory prepayments made during such period), plus (b) the cash
portion of any Consolidated Interest Expense for such period, plus (c) federal, state, and local income taxes paid in cash
for the most recently ended LTM Period plus (d) Restricted Payments (other than Restricted Payments paid pursuant to Section 7.5(a))
made in cash for the most recently ended LTM Period with Internally Generated Funds plus (e) any management, advisory or similar
fee paid to any Investor (or any Affiliate thereof) for the most recently ended LTM Period; provided that solely for the purposes
of calculating clauses (a) and (b) of this definition, Consolidated Fixed Charges under such clauses for the four fiscal quarter
period ending December 31, 2021 shall be calculated as Consolidated Fixed Charges under such clauses for the fiscal quarter period
ending December 31, 2021 multiplied by 4; Consolidated Fixed Charges under such clauses for the four fiscal quarter period ending
March 31, 2022 shall be calculated as Consolidated Fixed Charges under such clauses for the two fiscal quarters ending March 31,
2022 multiplied by 2; and Consolidated Fixed Charges under such clauses for the four fiscal quarter period ending June 30, 2022 shall
be calculated as Consolidated Fixed Charges under such clauses for the three fiscal quarters ending June 30, 2022 multiplied by 1.33.


 


“Consolidated Growth
Capital Expenditures” means Consolidated Capital Expenditures incurred by Holdings or its Subsidiaries that are undertaken to
expand their business.


 


“Consolidated Interest
Expense” means, with reference to any period for Holdings and its Subsidiaries on a consolidated basis, the total consolidated
interest expense of Holdings and its Subsidiaries for such period determined in accordance with GAAP, plus the sum of (a) all imputed
interest charges with respect to Capitalized Lease Obligations, all commissions, discounts and other fees and charges owed with respect
to letters of credit and bankers’ acceptances and net costs in respect of hedging agreements constituting interest rate swaps, collars,
caps or other arrangements requiring payments contingent upon interest rates of Holdings and its Subsidiaries with respect to such period,
(b) all amortization of debt issuance costs, debt discount or premium and other financing fees, expenses discounts, charges and commissions
for such period (including all fees, expenses, discounts, charges and commissions incurred in connection with the Credits), and (c) the
interest portion of any deferred payment obligations of Holdings or any of its Subsidiaries for such period.


 






    15 


     


    

 


“Consolidated Maintenance
Capital Expenditures” means Consolidated Capital Expenditures other than Consolidated Growth Capital Expenditures.


 


“Consolidated Net
Income” means, with reference to any period for Holdings and its Subsidiaries on a consolidated basis, the net income (or net
loss) for such period computed on a consolidated basis in accordance with GAAP; provided that, there shall be excluded from Consolidated
Net Income (a) the net income (or net loss) of any Person (other than a Subsidiary) in which Holdings or any of its Subsidiaries
has an Equity Interest in, except to the extent of the amount of dividends or other distributions actually paid to Holdings or any of
its Subsidiaries during such period, and (b) the undistributed earnings of any Subsidiary to the extent that the declaration or payment
of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other
than under any Loan Document) or Law applicable to such Subsidiary.


 


“Consolidated Total
Funded Debt” means, at any time the same is to be determined, the sum (but without duplication) of all Indebtedness under clauses
(a), (b), (e) and (f) (and in the case of clause (f), solely to the extent drawn or funded and not reimbursed within two (2) Business
Days) of the definition of “Indebtedness” and Guarantees in respect of Indebtedness referred to in clauses (a), (b), (e) and
(f) of the definition of Indebtedness, in each case, of Holdings and its Subsidiaries at such time determined on a consolidated basis
in accordance with GAAP.


 


“Consolidated Total
Net Leverage Ratio” means, as of the date of determination thereof, the ratio of (a) Consolidated Total Funded Debt of
Holdings and its Subsidiaries as of such date net of Unrestricted Cash as of such date subject to a first priority lien in favor of the
Administrative Agent in an aggregate amount not to exceed $15,000,000 to (b) Consolidated EBITDA for the most recently ended LTM
Period.


 


“Consolidated Unfinanced
Capital Expenditures” means, for any period, Consolidated Capital Expenditures made during such period with Internally Generated
Funds.


 


“Consolidated Unfinanced
Maintenance Capital Expenditures” means, for any period, Consolidated Maintenance Capital Expenditures made during such period
with Internally Generated Funds.


 


“Consolidated Working
Capital” means, as of any date of determination, the excess of Consolidated Current Assets on such date over Consolidated Current
Liabilities on such date.


 


“Controlled Group”
means all trades or businesses (whether or not incorporated) which, together with any Loan Party, are treated as a single employer under
Section 414(b) or (c) of the Code and, for purposes of Section 302 of ERISA and Section 412 of the Code, under
Section 414(b), (c), (m), and (o) of the Code.


 


“Controlled Investment
Affiliate” means, as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by,
or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt
investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or
indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


“Covered Party” is
defined in Section 11.25.


 






    16 


     


    

 


“COVID-19”
means the novel coronavirus disease (COVID-19).


 


“Credit”
means any of the Revolving Credit and the Term Credit.


 


“Credit Event”
means the advancing of any Loan (but excluding an advance of a Loan made for the purpose of repaying Swing Loans or paying unpaid Reimbursement
Obligations), or the issuance of any Letter of Credit.


 


“Cure Amount”
is defined in Section 8.4(a).


 


“Cure Right”
is defined in Section 8.4(a).


 


“Daily Compounded
SOFR” means, for any day, SOFR, with interest accruing on a compounded daily basis, with the methodology and conventions for
this rate (which may include compounding in arrears with a lookback or observation shift) being established by the Administrative Agent
in accordance with a methodology and the conventions for this rate recommended (x) by the Relevant Governmental Body for determining
 “Daily Compounded SOFR” for syndicated credit facilities or (y) by reference to the ISDA Definitions for derivatives
comparable to any applicable Hedge Agreement; provided, that if the Administrative Agent decides that any such convention is not
administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable
discretion.


 


“Daily Simple SOFR”
means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent
in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR”
for syndicated credit facilities; provided, that if the Administrative Agent decides that any such convention is not administratively
feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.


 


“Damages”
means all damages, including punitive damages, liabilities, reasonable and documented out-of-pocket costs and expenses, losses, judgments,
diminutions in value, fines, penalties, demands, claims, cost recovery actions, lawsuits, administrative proceedings, orders, response
action, and reasonable and documented out-of-pocket removal and remedial costs, compliance costs, investigation expenses, consultant fees,
attorneys’ and paralegals’ fees and litigation expenses.


 


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


 


“Default”
means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, unless cured or
waived, constitute an Event of Default.


 






    17 


     


    

 


“Defaulting Lender”
means, subject to Section 9.6(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 L/C Issuer, 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 Loans) within two
(2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swing
Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that
effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such
position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with
any applicable default, shall be specifically identified in such writing or public statement) has not been or cannot be satisfied), (c) has
failed, within two (2) 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, (i) become the subject of a proceeding
under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of
a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any
Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership
interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the
enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is
a Defaulting Lender under any one or more of clauses (a) through (d) above, and the effective date of such status, shall be
conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 9.6(b))
as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by
the Administrative Agent to the Borrower, the L/C Issuer and each other Lender promptly following such determination.


 


“Designated Jurisdiction”
means any country or territory to the extent that such country or territory itself is the subject of any Sanctions Program.


 


“Designated LC Lender”
is defined in the definition of “Designated Letters of Credit.”


 


“Designated Letters
of Credit” means a Designated Letter of Credit Facility Agreement and any letter of credit issued thereunder by a Lender or
any Affiliate of a Lender, or a Person that upon the effective date of such letter of credit was a Lender or an Affiliate of such Lender
(each a “Designated LC Lender”) for the benefit of the Borrower or any of the Subsidiaries.


 


“Designated Letter
of Credit Facility Agreement” means any bilateral letter of credit facility agreement entered into by a Designated LC Lender
and the Borrower or any of its Subsidiaries, for the issuance of Designated Letters of Credit, as may be amended, restated, refinanced
or replaced from time to time.


 


“Designated Letter
of Credit Liabilities” means any and all of the obligations of any Loan Party or any Subsidiary thereof with respect to Designated
Letters of Credit and Designated Letter of Credit Facility Agreements, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor).


 


“Disposition”
means the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted under Section 7.3
(other than Section 7.3(g) or Section 7.3(s)).


 






    18 


     


    

 


“Disproportionate
Advance” is defined in Section 2.5(e).


 


“Disqualified Equity
Interests” means any Equity Interest that, by its terms (a) matures (excluding any maturity as the result of an optional
redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking
fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon
the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations
that are accrued and payable and the termination of the Revolving Credit Commitments and cash collateralization of all other Letters of
Credit), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in
part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for
Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the Term Loan Maturity
Date or the Revolving Credit Termination Date; provided, however, that any Equity Interests that would not constitute Disqualified
Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests
is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence
of a change in control or asset sale or similar event shall not constitute Disqualified Equity Interests if such Equity Interests provide
that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations
(other than contingent indemnification obligations) and the termination of the Commitments (or any refinancing thereof); provided, further,
that if such Equity Interests are issued pursuant to a plan for the benefit of employees of the Borrower (or any direct or indirect parent
thereof) or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests
solely because such Equity Interests may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations or as a result of such employee’s termination, death or disability (subject to permissibility
under this Agreement).


 


“Disqualified Lender”
means, as of any date, the (i) competitors of the Borrower and its Subsidiaries identified in writing by the Borrower or Holdings
from time to time to the Administrative Agent (without a limit on the number of such competitors to be identified), (ii) banks, financial
institutions and other persons separately identified by name in writing by the Borrower or Holdings in writing on or prior to the Closing
Date to the Administrative Agent and (iii) any affiliates thereof that meet the requirements of clauses (i) and (ii) above
and are either reasonably identifiable as such on the basis of their name or are identified as such in writing by the Borrower or Holdings
to the Administrative Agent on or after the Closing Date and at least two (2) Business Days prior to such date, other than bona fide
debt funds (except with respect to bona fide debt funds that are excluded pursuant to clause (ii) of this definition); provided
that (i) any Person that is a Lender and subsequently becomes a Disqualified Lender (but was not a Disqualified Lender on the Closing
Date or at the time it became a Lender) shall be deemed to not be a Disqualified Lender hereunder and (ii) “Disqualified Lender”
shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Lender” by written notice delivered
to the Administrative Agent and the Lenders from time to time; provided, further, that a competitor or an affiliate thereof
shall not include any bona fide debt fund or other institution that is solely engaged in making, purchasing, holding or otherwise investing
in commercial loans or similar extensions of credit in the ordinary course of business and for which no personnel involved with the relevant
competitor or affiliate of a competitor (a) makes investment decisions or (b) has access to non-public information relating
to Holdings or its Subsidiaries.


 


“Dollars”
and “$” each means the lawful currency of the United States of America.


 


“Domestic Subsidiary”
means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.


 






    19 


     


    

 


“DQ List” is
defined in Section 11.9(g)(iv).


 


“Early Opt-in Effective
Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such
Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. on the fifth
(5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection
to such Early Opt-in Election from Lenders comprising the Required Lenders.


 


“Early Opt-in Election”
means the occurrence of:


 


(1)            a
notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties
hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result
of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark
rate (and such credit facilities are identified in such notice and are publicly available for review), and


 


(2)           the
joint election by the Administrative Agent and the Borrower to trigger a fallback from USD LIBOR and the provision by the Administrative
Agent of written notice of such election to the Lenders.


 


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


 


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


 


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


 


“Effective Yield”
means, as to any tranche of Indebtedness, the effective yield on such tranche of Indebtedness, in each case as reasonably determined
by the Borrower, taking into account the applicable interest rate margins, interest rate benchmark floors and all up-front fees or original
issue discount (amortized over four years following the date of incurrence thereof (e.g., 25 basis points of interest rate margin
equals 100 basis points in up-front fees or original issue discount) or, if shorter, the remaining life to maturity) payable generally
to lenders making such tranche of Indebtedness, but excluding any arrangement, structuring, underwriting, ticking, commitment, amendment,
consent or other fees payable in connection therewith, and in any event amendment fees shall be excluded; provided, that, if the
Indebtedness to be incurred includes an interest rate floor greater than the applicable interest rate floor under the existing Indebtedness
with respect to which Effective Yield is being calculated, such differential between the interest rate floors shall be equated to the
applicable interest rate margin for purposes of determining whether an actual increase to the interest rate margin under such existing
Indebtedness shall be required, but only to the extent an increase in the interest rate floor in such existing Indebtedness would cause
an increase in the interest rate then in effect hereunder, and in such case the interest rate floor (but not the interest rate margin)
applicable to such existing Indebtedness shall be increased to the extent of such differential between interest rate floors.


 






    20 


     


    

 


 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 11.9(b)(iii), 11.9(b)(v) and 11.9(b)(vi) (subject
to such consents, if any, as may be required under Section 11.9(b)(iii)). For the avoidance of doubt, any Disqualified Lender
is subject to Section 11.9(g).


 


“Environmental Claim”
means any investigation, notice of violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty,
fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising pursuant to or in connection with: (a) an
actual or alleged violation of any Environmental Law, (b) any Hazardous Material, (c) any actual or threatened abatement, removal,
investigation, remediation or corrective or response action required by Environmental Laws or any Governmental Authority, or (d) any
actual or alleged damage, injury, threat or harm to human health, safety natural resources or the environment.


 


“Environmental Law”
means any applicable Law pertaining to (a) the protection, conservation, use or management of the environment, human health and safety,
natural resources and wildlife, (b) the protection or use of surface water or groundwater, (c) the management, manufacture,
possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, investigation, abatement,
removal, remediation or handling of, or exposure to, any Hazardous Material, or (d) any Release of Hazardous Materials to air, land,
surface water or groundwater, and any amendment, rule, regulation, order or directive issued thereunder.


 


“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership
or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership
or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on
any date of determination.


 


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


 


“ERISA Event”
means (a) a reportable event as described in Section 4043(c) of ERISA (unless the 30-day notice requirement has been waived
under applicable regulations) with respect to a Plan; (b) the withdrawal of the Loan Party or any member of its Controlled Group
from a Multiemployer Plan subject to Section 4063 of ERISA during a plan year in which such entity 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 the Loan Party or any member of its Controlled Group from a Multiemployer Plan; (d) the
filing of a notice of insolvency or termination (or the treatment of a plan amendment as a termination) under Section 4041 or 4041A
of ERISA; (e) the termination of a Plan or the filing of a notice to terminate a Plan under Section 4041(c) of ERISA; (f) the
institution by the PBGC of proceedings to terminate a Plan or Multiemployer Plan; (g) any event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (h) the determination
that any Plan is considered an “at-risk plan” pursuant to Section 430 of the Code or Section 303 of ERISA or that
any Multiemployer Plan is in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305
of ERISA; (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon the Loan Party or any member of its Controlled Group; or (j) a failure by the Loan Party or any
member of its Controlled Group to meet all applicable requirements regarding minimum required contributions set forth in Sections 412,
430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA in respect of a Plan, whether or not waived, or the failure
by the Loan Party or any member of its Controlled Group to make any required contribution to a Multiemployer Plan.


 






    21 


     


    

 


“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.


 


“Eurodollar Loan”
means a Loan in Dollars bearing interest at a rate based on Adjusted LIBOR.


 


“Event of Default”
is defined in Section 8.1.


 


“Event of Loss”
means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property or (b) any condemnation,
seizure, or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property or the
requisition of the use of such Property.


 


“Excess Cash Flow”
means, with respect to any period, the amount (if any) equal to the excess of:


 


(a)            the
sum, without duplication, of:


 


(i)           Consolidated
EBITDA during such period;


 


(ii)          decreases
in Consolidated Working Capital during such period; and


 


(iii)          unusual,
infrequent or non-recurring gains for such period which are cash items deducted from Consolidated Net Income in the definition of Consolidated
EBITDA; minus


 


(b)            the
sum, without duplication of:


 


(i)            (i) scheduled
principal payments of Indebtedness and (ii) unscheduled principal payments with respect to (x) Indebtedness (or repurchases
or redemptions of Indebtedness) permitted hereunder (including Section 7.13(a)), (y) any Loans in respect of prepayments
required by Section 2.8(b)(i), but only to the extent the Disposition or Event of Loss giving rise to such prepayment resulted
in an increase to Consolidated EBITDA for such period (but not in excess of the amount of such increase) or (z) principal component
payments in respect of Capitalized Lease Obligations, in each case, of Holdings and its Subsidiaries actually made by Holdings and its
Subsidiaries during such period with Internally Generated Funds (provided, with respect to revolving indebtedness, such principal payments
shall be accompanied by a permanent reduction in the commitments in respect thereof);


 


(ii)          the
aggregate amount of Consolidated Unfinanced Capital Expenditures made by the Borrower and its Subsidiaries during such period;


 


(iii)          the
aggregate amount of all taxes based on income, profits, revenue or capital, including federal, state, local and foreign income, franchise,
excise, value added and similar taxes, property taxes and similar taxes, and foreign withholding taxes and other Taxes of Holdings and
its Subsidiaries actually made in cash by Holdings and its Subsidiaries during such period;


 


(iv)         the
aggregate amount of Consolidated Interest Expense paid in cash for such period;


 


(v)          increases
in Consolidated Working Capital during such period;


 


(vi)         amounts
(including purchase price and transactions costs and expenses) paid in cash during such period with Internally Generated Funds for Permitted
Acquisitions and other Investments permitted hereunder;


 






    22 


     


    

 


(vii)         payments
in cash with Internally Generated Funds of any indemnity, purchase price adjustment, earn-out obligations, contingent acquisition consideration
and/or seller promissory notes and retention payments in connection with Permitted Acquisitions or other Acquisitions made in compliance
with the terms of the Loan Documents in each case, to the extent permitted to be paid at such time hereunder;


 


(viii)       the
amount of pension, retirement and other benefit plans paid during such period in cash with Internally Generated Funds to the extent such
payments exceed the amount of cash expenses in respect to pension, retirement and other benefit plans deducted in determining Consolidated
Net Income for such period;


 


(ix)         Permitted
Tax Payments made during such period;


 


(x)         amounts
paid in cash during such period on account of (i) non-cash items that were added back to (or were not deducted from) Consolidated
Net Income in the calculation of Consolidated EBITDA for a prior period and (ii) reserves or accruals established in purchase price
accounting;


 


(xi)          the
amount of the add-backs pursuant to clauses (a)(vii), (a)(xii) and (a)(xiv) (to the extent of amounts described
therein not yet received by any Loan Party) of the definition of Consolidated EBITDA;


 


(xii)         Restricted
Payments made pursuant to Section 7.5 and actually paid in cash with Internally Generated Funds during such period;


 


(xiii)        the
aggregate amount of all other cash items added back to (or not deducted from) Consolidated Net Income in the calculation of Consolidated
EBITDA for such period and taken into account in the calculation of Consolidated EBITDA, to the extent made with Internally Generated
Funds during such period; and


 


(xiv)       the
amount of all non-cash expenses, charges, losses, or other amounts added back to (or not deducted from) Consolidated Net Income in the
calculation of Consolidated EBITDA for such period.


 


“Excess Interest”
is defined in Section 11.16.


 






    23 


     


    

 


“Excluded Property”
means (a) any fee-owned real property with a tax assessed value of less than $7,500,000; (b) any leased real property; (c) any
personal property securing purchase money indebtedness or Capitalized Lease Obligations if the granting of a Lien to any third party is
prohibited by the agreement(s) setting forth the terms and conditions applicable to such Indebtedness, but only if such Indebtedness
and the Liens securing the same are permitted by Sections 7.1(d) and 7.2(e); provided that if and when
the prohibition which prevents the granting of a Lien in any such Property is removed, terminated or otherwise becomes unenforceable as
a matter of law (including, without limitation, the termination of any such security interest resulting from the satisfaction of the Indebtedness
secured thereby), and notwithstanding any previous release of Lien provided by the Administrative Agent requested in connection with respect
to any such Indebtedness, the Excluded Property will no longer include such Property and the Administrative Agent will be deemed to have,
and at all times to have had, a security interest in such property and the Collateral will be deemed to include, and at all times to have
included, such Property without further action or notice by any Person; (d) any permit or license issued to any Loan Party as the
permit holder or licensee thereof (including the FCC Authorizations and PUC Authorizations) or any lease to which any Loan Party is lessee
thereof, in each case only to the extent and for so long as the terms of such permit, license, or lease effectively (after giving effect
to Sections 9-406 through 9-409, inclusive, of the Uniform Commercial Code in the applicable state (or any successor provision or provisions)
or any other applicable Law, including the Communications Laws) prohibit the creation by such Loan Party of a security interest in such
permit, license, or lease in favor of the Administrative Agent or would result in an effective invalidation, termination or breach of
the terms of any such permit, license or lease (after giving effect to Sections 9-406 through 9-409, inclusive, of the Uniform Commercial
Code in the applicable state (or any successor provision or provisions) or any other applicable Law, including the Communications Law),
in each case unless and until any required consents are obtained; provided that if and when the prohibition which prevents the
granting of a security interest in any such Property is removed, terminated, or otherwise becomes unenforceable as a matter of law, the
Excluded Property will no longer include such Property and the Administrative Agent will be deemed to have, and at all times to have had,
a security interest in such property, and the Collateral will be deemed to include, and at all times to have included, such Property without
further action or notice by any Person; (e) vehicles or other goods which are subject to a certificate of title law to the extent
a Lien thereon cannot be perfected by the filing of a UCC financing statement; (f) any intent-to-use trademark application prior
to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any,
that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability
of such intent-to-use trademark application under applicable federal law; (g) any asset or property with respect to which the Administrative
Agent determines that the costs of obtaining or perfecting a security interest or Lien therein is excessive in relation to the practical
benefit to the Lenders of the security afforded thereby; (h) any lease, license, contract, property rights, permit, franchise, charter,
authorization or agreement or any other property subject to such agreement to the extent that a grant of a security interest therein would
(1) violate or invalidate such lease, license, contract, property rights, permit, franchise, charter, authorization or agreement,
(2) create a right of termination in favor of any other party thereto or (3) result in the requirement to obtain any consent
thereunder (it being understood that the Loan Parties and their Affiliates shall have no obligation to obtain such consent) (other than
to the extent that any such term would be rendered ineffective pursuant to the UCC (or any successor provision or provisions) of any relevant
jurisdiction or any other applicable Law or principles of equity, in each case, unless preempted) so long as such prohibitions are in
effect on the Closing Date or at the time such property was acquired in any Permitted Acquisition or other Investment permitted under
Section 7.4 and such lease, license or agreement was not entered into in contemplation of circumventing any obligation to
secure the Secured Obligations, (i) [reserved] and (j) any outstanding Equity Interest of any CFC or CFC Holdco, in each case,
in excess of 65.0% of the voting power of all classes of Equity Interests of such Subsidiary entitled to vote; provided that the
Excluded Property will not include, and the Collateral shall include and the security interest granted in the Collateral shall attach
to, (x) all proceeds, substitutions or replacements of any such excluded items referred to herein unless such proceeds, substitutions
or replacements would constitute excluded items hereunder, and (y) all rights to payment due or to become due under any such excluded
items referred to herein.


 


“Excluded Subsidiary”
means (a) any Subsidiary that is not a Material Subsidiary, (b) any Subsidiary that is prohibited by applicable Law from guaranteeing
any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any (i) Governmental
Authority or (ii) any other third party (other than a Loan Party or Affiliate of a Loan Party), in the case of clause (ii), pursuant
to a contractual obligation existing on the Closing Date or at the time such Person becomes a Subsidiary and not incurred in contemplation
thereof or entered into principally for the purpose of qualifying as an “Excluded Subsidiary” under this definition, is required
for the provision of any such guaranty and such consent, approval, license or authorization has not been received (after using commercially
reasonable efforts to obtain any required consent, approval, license, or authorization for such Subsidiary prior to such Subsidiary becoming
an Excluded Subsidiary; provided that the Loan Parties shall not be required to pay any sum of money as a condition to receiving
such consent, approval, license or authorization other than ordinary course fees and charges of the applicable Governmental Authority
or third party for similar transactions); provided that each such Subsidiary shall cease to be an Excluded Subsidiary solely pursuant
to this clause (b) if such consent, approval, license or authorization has been obtained, (c) any CFC or CFC Holdco,
(d) any Subsidiary that is (i) a captive insurance company, (ii) a not-for-profit entity, or (iii) a special purpose
entity or receivables entity, (e) any Subsidiary that is not wholly-owned by the Borrower or one or more wholly owned Subsidiaries
of the Borrower and (f) any Subsidiary to the extent the Administrative Agent and the Borrower mutually determine the cost and/or
burden of obtaining a guaranty by such Subsidiary (including adverse tax consequences) outweigh the benefit to the Lenders. Notwithstanding
anything herein to the contrary, if any Guarantor becomes a non-wholly-owned Subsidiary, such Guarantor shall only be deemed an Excluded
Subsidiary and permitted to be released from its Guaranty Agreement so long as (i) the fair market value of the Loan Parties direct
and indirect interests therein on the date thereof are permitted as an Investment by a Loan Party in a Subsidiary that is not a Loan Party
under Section 7.4 (and such release, upon the occurrence thereof, shall be deemed to be in Investment by a Loan Party in a
Subsidiary that is not a Loan Party on such date in such amount), and (ii) any transfer of Equity Interests that causes such Guarantor
to become a non-Wholly Owned Subsidiary shall be to Persons that are not Affiliates of the Borrower.


 






    24 


     


    

 


“Excluded Swap Obligation”
means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor
of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal
or unlawful under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application
or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible
contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 12.10 and
any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s
Swap Obligations by other Loan Parties) and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such
security interest becomes effective with respect to such 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 Guarantee or 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 (or otherwise pursuant to any Loan
Document) pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or becomes
a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 11.2(b)) or (ii) such
Lender changes its lending office, except in each case to the extent that, pursuant to Section 11.1, 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 Lender’s failure to comply with Section 11.1(g) and
(d) any withholding Taxes imposed under FATCA.


 


“Existing Facility”
is defined in Section 2.16(c)(ii)(B).


 






    25 


     


    

 


“Facility Termination
Date” means the date on which the Commitments are terminated, all Letters of Credit that are not Cash Collateralized pursuant
to Section 4.5 have expired or have been cancelled or otherwise backstopped in a manner reasonably satisfactory to the L/C
Issuer, and the principal of and interest on the Loans and all other Obligations payable by the Borrower and the other Loan Parties under
this Agreement and all other Loan Documents (other than any contingent or indemnification obligations not then due) shall have been paid
in full or collateralized in a manner reasonably acceptable to the Administrative Agent.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version of such sections that
are substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations
thereof, 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 and implementing such
Sections of the Code.


 


“FCC” means
the Federal Communications Commission, and any successor agency of the United States Government exercising substantially equivalent powers.


 


“FCC Authorization”
means any license, permit, lease or other authorization or consent issued to any Loan Party by the FCC.


 


“FCC Rules”
means Title 47 of the Code of Federal Regulations, and published and effective FCC policies and decisions.


 


“Federal Flood Insurance”
means federally backed Flood Insurance available under the National Flood Insurance Program to owners of real property improvements located
in Special Flood Hazard Areas in a community participating in the National Flood Insurance Program.


 


“Federal Funds Rate”
means for any day, the weighted average (rounded upwards, if necessary, to the next higher 1/100 of 1.00%) of the rates per annum on overnight
Federal funds transactions with members of the Federal Reserve System, as published on such day (or, if such day is not a Business Day,
on the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average (rounded upward, if necessary, to the next higher 1/100 of 1.00%) rate charged to Fifth Third Bank on such
day on such transaction as determined by the Administrative Agent.


 


“Fee Letter”
is defined in Section 2.12(c).


 


“FEMA”
means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood
Insurance Program.


 


“Fifth Third Bank”
means Fifth Third Bank, National Association.


 


“Flood Insurance”
means, for any real property (other than Excluded Property) located in a Special Flood Hazard Area, Federal Flood Insurance or private
insurance reasonably satisfactory to Administrative Agent, in either case, that (a) meets the requirements set forth by FEMA in its
Mandatory Purchase of Flood Insurance Guidelines, (b) shall include a deductible not to exceed $50,000 and (c) shall
have a coverage amount equal to the lesser of (i) the “replacement cost value” of the buildings and any personal property
Collateral located on the real property (other than Excluded Property) as determined under the National Flood Insurance Program or (ii) the
maximum policy limits set under the National Flood Insurance Program.


 






    26 


     


    

 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to USD LIBOR.


 


“Foreign Lender”
means a Lender that is not a U.S. Person.


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender (a) with respect to the L/C Issuer, such Defaulting Lender’s Percentage of
the outstanding L/C Obligations other than L/C 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 Percentage of outstanding Swing Loans other than Swing Loans as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.


 


“GAAP”
means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable
to the circumstances as of the date of determination.


 


“Governmental Authority”
means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance
or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued
to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit,
product warranties and indemnities in the ordinary course of business.


 


“Guarantors”
means, collectively, (a) Holdings, (b) the parties identified as Guarantors on the signature pages hereto, (c) each
other direct and indirect Subsidiary of the Borrower that becomes party to this Agreement pursuant to Section 4, (d) with
respect to (i) Hedging Liabilities, Bank Product Liabilities and Designated Letter of Credit Liabilities in each case constituting
Secured Obligations and (ii) any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 12.1
and 12.10), the Borrower, and (e) the successors and permitted assigns of the foregoing. For the avoidance of doubt, no Excluded
Subsidiary shall be a Guarantor hereunder.


 


“Guaranty Agreements”
means the Guarantee of the Loan Parties provided for in Section 12, and any other guaranty agreement executed and delivered
in order to guarantee the Secured Obligations or any part thereof in form and substance reasonably acceptable to the Administrative Agent.


 






    27 


     


    

 


“Hazardous Material”
means any hazardous, toxic or harmful chemical, substance, waste, compound, material, product or byproduct subject to or regulated
under Environmental Laws, including but not limited to radon, asbestos, polychlorinated biphenyls, petroleum (including crude oil or any
fraction thereof) and lead.


 


“Hedge Agreement”
means any (a) agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving,
or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial
or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these
transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current
or former directors, officers, employees or consultants of any Loan Party or its Subsidiaries shall be a Hedge Agreement or (b) any
form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange
Master Agreement, or any other similar master agreement.


 


“Hedge Bank”
means any Person (a) that is the Administrative Agent, any of the Lenders or any Affiliates thereof, (b) who was the Administrative
Agent, a Lender or any Affiliate thereof at the time of entry into a Hedge Agreement, or (c) who was a party to a Hedge Agreement
at the time such Person became the Administrative Agent, a Lender or an Affiliate thereof, in each case, in its capacity as a party to
a Hedge Agreement.


 


“Hedging Liability”
means the liability (after taking into account the effect of any legally enforceable netting agreements related thereto and not including
any Excluded Swap Obligations) of any Loan Party or any Subsidiary to a Hedge Bank in respect of any Hedge Agreement of any Loan Party
or any Subsidiary, as the case may be, equal to (a) for any such date on or after the date such Hedge Agreement has been closed out
and termination value determined in accordance therewith, such termination value and (b) for any date before the date referenced
in clause (a), the amount determined as the mark to market value for such Hedge Agreement; provided, however, that, with
respect to any Guarantor, Hedging Liability Guaranteed by such Guarantor shall exclude all Excluded Swap Obligations with respect to such
Guarantor.


 


“HMT” is
defined in the definition of “Sanctions Programs”.


 


“Holdings”
is defined in the introductory paragraph of this Agreement.


 


“Hostile Acquisition”
means the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity
Interests which has not been approved (prior to such acquisition) by resolutions of the board of directors of such Person or by similar
action if such Person is not a corporation, and, if such acquisition has been so approved, as to which such approval has not been withdrawn.


 


“Immaterial Subsidiary”
means any Wholly-Owned Subsidiary that has, together with its Subsidiaries, either (a) assets that do not exceed 5.0% of the consolidated
total assets of Holdings and its Subsidiaries as of the last day of the most recently ended LTM Period; provided that the consolidated
total assets of all Immaterial Subsidiaries does not exceed 10.0% of the consolidated total assets of Holdings and its Subsidiaries as
of the last day of the most recently ended LTM Period, or (b) revenues that do not exceed 5.0% of the consolidated total revenues
of Holdings and its Subsidiaries for the most recently ended LTM Period; provided that the aggregate revenues of all Immaterial
Subsidiaries do not exceed 10.0% of the consolidated total revenues of Holdings and its Subsidiaries for the most recently ended LTM Period.


 


“Incremental Cap”
means the greater of (i) $70,000,000 and (ii) 100.00% of Consolidated EBITDA for the most recently ended LTM Period.


 






    28 


     


    

 


“Incremental Effective
Date” is defined in Section 2.16(b).


 


“Incremental Facilities”
is defined in Section 2.16(a).


 


“Incremental Facility
Amendment” is defined in Section 2.16(d).


 


“Incremental Facility
Request” is defined in Section 2.16(a).


 


“Incremental Revolving
Loan Commitments” is defined in Section 2.16(a).


 


“Incremental Revolving
Loans” is defined in Section 2.16(a).


 


“Incremental Term
Loans” is defined in Section 2.16(a), and, as so defined, includes a Base Rate Loan or a Eurodollar Loan, each of
which is a “type” of Incremental Term Loan hereunder.


 


“Incremental Term
Loan Percentage” means, for each Lender, the percentage held by such Lender of the aggregate principal amount of all applicable
Incremental Term Loans then outstanding.


 


“Indebtedness”
means for any Person (without duplication) (a) all indebtedness of such Person for borrowed money, (b) all indebtedness of such
Person for the deferred purchase price of Property or services (other than (i) trade accounts payable in the ordinary course of business
(including, without limitation, deferred revenues and liabilities (including tax liabilities) associated with customer prepayments and
deposits), (ii) customary obligations under employment agreements and deferred compensation, (iii) non-compete or consulting
obligations, (iv) other accrued expenses (including transfer pricing), in each case which are not outstanding for more than ninety
(90) days after the same are billed or invoiced or one-hundred and twenty (120) days after the same are created and, for the avoidance
of doubt, other than royalty payments and earn-outs that are not the past due and payable, (v) any earn-out obligations until, upon
becoming due and payable, has not been paid and any purchase price holdbacks in respect of a portion of the purchase price of an asset
to satisfy warranty or other unperformed obligations of the seller, if and to the extent any of the foregoing indebtedness (other than
letters of credit and Hedge Agreements) would not appear as a liability upon a balance sheet (excluding the footnotes thereto) of such
Person prepared in accordance with GAAP that is more than two (2) Business Days past due and (vi) accruals for payroll and other
liabilities accrued in the ordinary course of business), (c) all indebtedness created or arising under any conditional sale or other
title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender
under such agreement in the event of a default are limited to repossession or sale of such Property), (d) all indebtedness secured
by a Lien on Property of such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness (valued
at the lesser of the fair market value of such Property and the amount of the obligation secured thereby), (e) all Capitalized Lease
Obligations of such Person, (f) any existing reimbursement, payment or similar obligations, contingent or otherwise, of such Person
in respect of bankers’ acceptances, letters of credit and other extensions of credit whether or not representing obligations for
borrowed money, (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment (other than
Qualified Equity Interests) in respect of any Disqualified Equity Interests, (h) all obligations of such Person under any Hedge Agreement
(in each case valued as the termination value thereof computed in accordance with a method approved by the International Swap Dealers
Association and agreed to by such Person in the applicable agreement, if any), (i) all obligations under any so-called “synthetic
lease” transaction entered into by such Person, (j) all obligations under any so-called “asset securitization”
transaction entered into by such Person, and (k) all Guarantees of such Person in respect of indebtedness referred to in clauses
(a) through (j) above.


 






    29 


     


    

 


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


 


“Indemnitee”
is defined in Section 11.12(b).


 


“Interest Payment
Date” means (a) with respect to any Eurodollar Loan, the last day of each Interest Period with respect to such Eurodollar
Loan and the maturity date applicable to such Loan and, if the applicable Interest Period is longer than three (3) three months,
on each day occurring every three (3) months after the commencement of such Interest Period and (b) with respect to any
Base Rate Loan (including Swing Loans), the last Business Day of every calendar quarter and the maturity date applicable to such Loan.


 


“Interest Period”
means, with respect to Eurodollar Loans, the period commencing on the date a Borrowing of such Loans is advanced, continued or created
by conversion and ending 1, 2, 3, 6 or 12 months thereafter (in each case subject to availability), as the Borrower may elect (or with
respect to the initial Interest Period for the Loans borrowed on the Closing Date, such other period of time acceptable to the Administrative
Agent); provided, however, that:


 


(i)           no
Interest Period with respect to any Revolving Loan shall extend beyond the Revolving Credit Termination Date, no Interest Period with
respect to any portion of the Term Loans shall extend beyond the Term Loan Maturity Date and no Interest Period with respect to any portion
of the Incremental Term Loans shall extend beyond the final maturity date applicable to such Incremental Term Loans;


 


(ii)          whenever
the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall be
extended to the next succeeding Business Day; provided that, if such extension would cause the last day of an Interest Period for
a Borrowing of Eurodollar Loans to occur in the following calendar month, the last day of such Interest Period shall be the immediately
preceding Business Day; and


 


(iii)         for
purposes of determining an Interest Period for a Borrowing of Eurodollar Loans, a month means a period starting on one day in a calendar
month and ending on the numerically corresponding day in the next calendar month; provided, however, that if there is no numerically
corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins on the last Business Day
of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period
is to end.


 


“Internally Generated
Funds” means cash generated from Holdings and its Subsidiaries’ operations and not representing (a) the proceeds
of any Indebtedness (other than revolving Indebtedness) or (b) the proceeds of any sale or issuance of Equity Interests in Holdings
or any of its Subsidiaries or any capital contribution to Holdings or any Subsidiary, including any Cure Amount.


 






    30 


     


    

 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of debt for borrowed money of, or purchase or other acquisition of any other debt for borrowed money or equity participation or interest
in, another Person, including any partnership or joint venture interest in such other Person, or (c) an Acquisition. 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. The amount, as of any date of determination, of (a) any Investment in the form of a
loan or an advance shall be the principal amount thereof outstanding on such date, minus any cash payments actually received by such investor
representing interest in respect of such Investment (to the extent any such payment to be deducted does not exceed the remaining principal
amount of such Investment), but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion
thereof) with respect to such loan or advance after the date such loan or advance was made, (b) any Investment in the form of a Guarantee
shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee
is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof, as determined in good faith
by an Authorized Officer, (c) any Investment in the form of a transfer of Equity Interests or other non-cash property by the investor
to the investee, including any such transfer in the form of a capital contribution, shall be the fair market value (as determined in good
faith by an Authorized Officer) of such Equity Interests or other property as of the time of the transfer, minus any payments actually
received by such investor representing a return of capital of, or dividends or other distributions in respect of, such Investment (to
the extent such payments do not exceed, in the aggregate, the original amount of such Investment), but without any other adjustment for
increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment,
and (d) any Investment (other than any Investment referred to in clause (a), (b) or (c) above) by
the specified Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other
securities of any other Person shall be the original aggregate cost of such Investment (including any Indebtedness assumed in connection
therewith), plus (i) the cost of all additions thereto and minus (ii) the amount of any portion of such Investment that has
been repaid to the investor in cash as a repayment of principal or a return of capital, and of any cash payments actually received by
such investor representing interest, dividends or other distributions in respect of such Investment (to the extent the amounts referred
to in clause (ii) do not, in the aggregate, exceed the original cost of such Investment plus the costs of additions thereto),
but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, or cancellations
of, such Investment after the date of such Investment. For purposes of Section 7.4, if an Investment involves the acquisition
of more than one Person, the amount of such Investment shall be allocated among the acquired Persons in accordance with GAAP; provided
that pending the final determination of the amounts to be so allocated in accordance with GAAP, such allocation shall be as determined
in good faith by an Authorized Officer. In the event that any Investment is made by the Borrower or any Subsidiary in any Person through
substantially concurrent interim transfers of any amount through any other Subsidiaries, then such other substantially concurrent interim
transfers shall be disregarded for purposes of Section 7.4.


 


“Investors”
means, collectively, (i) ATN, (ii) Freedom 3 Investments IV, LP and (iii) their respective Controlled Investment Affiliates.


 


“IRS” means
the United States Internal Revenue Service.


 


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time
to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“ISP” means,
with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International
Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).


 






    31 


     


    

 


“Joint Venture”
means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided,
in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.


 


“L/C Issuer”
means Fifth Third Bank (or any domestic or foreign branch, office or affiliate) and any successor pursuant to Section 11.9(f).


 


“L/C Obligations”
means, at any time the same is to be determined, the sum of (i) the full amount available for drawing under all outstanding Letters
of Credit and (ii) all unpaid Reimbursement Obligations. For purposes of computing the amount available to be drawn under any Letter
of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.5.


 


“L/C Participation
Fee” is defined in Section 2.12(b).


 


“L/C Sublimit”
means $10,000,000, as reduced pursuant to the terms hereof.


 


“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties,
requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having
the force of Law.


 


“Lead Arrangers”
mean the Left Lead Arranger and each of Bank of the West, BofA Securities, Inc., Citizens Bank, N.A., CoBank ACB, ING Capital
LLC, MUFG Union Bank, N.A., Royal Bank of Canada and Societe Generale, each in their capacity as a joint lead arranger.


 


“Left Lead Arranger”
means Fifth Third Bank, in its capacities as a lead arranger and the sole bookrunner.


 


“Lenders”
means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender”
in accordance with this Agreement and, their successors and permitted assigns. Unless the context requires otherwise, the term “Lenders”
includes the Swing Line Lender.


 


“Letter of Credit”
is defined in Section 2.3(a).


 


“LIBOR”
means, for an Interest Period for a Borrowing of Eurodollar Loans, (a) the LIBOR Index Rate for such Interest Period, if such rate
is available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic average of the rates of interest per annum (rounded
upwards, if necessary, to the nearest 1/100th of 1.00%) at which deposits in Dollars in immediately available funds are offered
to the Administrative Agent at 11:00 a.m. (London, England time) two (2) Business Days before the beginning of such Interest
Period by 3 or more major banks in the interbank eurodollar market selected by the Administrative Agent for delivery on the first
day of and for a period equal to such Interest Period and in an amount equal or comparable to the principal amount of the Eurodollar Loan
scheduled to be made by the Administrative Agent as part of such Borrowing.


 


“LIBOR Index Rate”
means, for an Interest Period for any Borrowing of Eurodollar Loans, the rate per annum (rounded upwards, if necessary, to the next higher
one hundred-thousandth of a percentage point) for deposits in Dollars for a period equal to such Interest Period, which appears on the
Reuters Screen LIBOR01 Page as of 11:00 a.m. (London, England time) on the day two (2) Business Days before the commencement
of such Interest Period.


 






    32 


     


    

 


“Lien” means
any lien, mortgage, deed of trust, pledge, assignment as collateral security, security interest, charge, hypothec, or encumbrance in the
nature of security in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease
or other title retention arrangement, and any option, trust or other preferential arrangement having the practical effect of any of the
foregoing.


 


“Limited Condition
Acquisition” means any Acquisition or Investment by the Borrower or one or more of its Subsidiaries permitted pursuant to this
Agreement whose consummation is not conditioned on the availability of, or on obtaining, third party financing.


 


“Limited Condition
Acquisition Agreement” shall mean, with respect to any Limited Condition Acquisition, the applicable definitive acquisition
agreement for such Limited Condition Acquisition.


 


“Loan”
means any Revolving Loan, any Term Loan, any Swing Loan, any Incremental Revolving Loan or Incremental Term Loan.


 


“Loan Documents”
means this Agreement, the Notes (if any), the Applications, the Collateral Documents, the Guaranty Agreements (including any Additional
Guarantor Supplement), each Incremental Facility Amendment, the Fee Letter, and each other agreement, instrument or document to be delivered
hereunder or thereunder or otherwise in connection therewith. In no event shall any Hedge Agreements or agreements governing Bank Products
Agreements constitute a Loan Document.


 


“Loan Party”
means the Borrower and each of the Guarantors.


 


“LTM Period”
means, as of the date of determination, the period of four (4) consecutive fiscal quarters most recently ended for which financial
statements required by Section 6.1 have been (or were required to be) delivered hereunder; provided, that as of each
date of determination to occur up to and including December 31, 2021, the period shall be the four (4) consecutive fiscal quarters
then last ended (and such LTM Period(s) shall include by reference the applicable Stipulated EBITDA).


 


“Management Agreement”
means the Management Services Agreement, dated as of the Closing Date, between ATN and the Borrower.


 


“Margin Stock”
shall have the meaning given to such term in Regulation U of the Board of Governors of the Federal Reserve System.


 


“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect on, the operations, business, assets or financial
condition of the Borrower and the other Loan Parties taken as a whole; (b) a material impairment of  the rights and remedies
(taken as a whole) of the Administrative Agent or any Lender under the Loan Documents (other than as a result of the action or inaction
of the Administrative Agent, the Lenders, the other secured parties under the Loan Documents or their Affiliates, officers, employees,
agents, attorney, representatives that is not the result of any action or inaction by the Borrower or of the other Loan Parties or their
Affiliates), (c) a material impairment of the ability of the Borrower and the Guarantors taken as a whole to perform any of their
material obligations under the Loan Documents; or (d) a material adverse effect upon the legality, validity, binding effect or enforceability
against Borrower or any Guarantor of any Loan Document to which it is a party (other than as a result of the action or inaction of the
Administrative Agent, the Lenders, the other secured parties under the Loan Documents or their Affiliates, officers, employees, agents,
attorney, representatives that is not the result of any action or inaction by the Borrower or of the other Loan Parties or their Affiliates).


 






    33 


     


    

 


“Material Agreement”
means any agreement under which the direct consequences of a default or termination would have a Material Adverse Effect.


 


“Material Subsidiary”
means any Subsidiary other than an Immaterial Subsidiary. For the avoidance of doubt, each Subsidiary on the Closing Date shall be a Material
Subsidiary.


 


“Maximum Rate”
is defined in Section 11.16.


 


“MergerSub”
is defined in the introductory paragraph of this Agreement.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Mortgages”
means the mortgages, deeds of trust, deeds to secure debt or debentures that purport to grant to the Administrative Agent, for the benefit
of the holders of the Obligations, a security interest in the fee interests of any Loan Party in any real property.


 


“Multiemployer Plan”
means any employee benefit plan described in Section 4001(a)(3) of ERISA, to which a Loan Party or any member of the Controlled
Group makes or is obligated to make contributions, or during the preceding five plan years, has made or has been obligated to make contributions
or to which a Loan Party or member of the Controlled Group may have liability.


 


“National Flood Insurance
Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and the
Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that mandates the
purchase of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating communities and
provides protection to property owners through a federal insurance program.


 


“Net Cash Proceeds”
means, as applicable, (a) with respect to any Disposition by a Person, cash and Cash Equivalent proceeds received by or for such
Person’s account, net of (i) the principal amount of any Indebtedness and any interest and other amounts payable thereon that
is secured by the applicable asset and that is, or is required to be, repaid in connection with such transaction (other than Indebtedness
under the Loan Documents or Indebtedness that is secured by a Lien that ranks pari passu with or junior to the Liens securing the
Obligations), (ii)  reasonable direct costs relating to such Disposition, (ii) sale, use or other transactional Taxes (or, without
duplication, Restricted Payments in respect of such Taxes) reasonably estimated to be actually payable as a result of such Disposition
(provided that any such estimated Taxes not actually due or payable shall constitute Net Cash Proceeds upon the earlier of the
date that such Taxes are determined not to be actually payable and the end of such one-year period), including as a result of any necessary
repatriation of funds, and (iii) all amounts that are reasonably set aside as a reserve for (x) adjustments in respect of the
purchase price of such assets, and (y) any liabilities or indemnification payments (fixed or contingent) attributable to seller’s
indemnities and representations and warranties to purchasers and other retained liabilities in respect of such Disposition (as determined
in good faith by such Person) undertaken by such Person in connection with such Disposition, to the extent such reserve is required by
GAAP (it being understood and agreed that once any such reserve is no longer required by GAAP, such cash and Cash Equivalents shall be
considered Net Cash Proceeds), and (iv) income Taxes (or, without duplication, Restricted Payments in respect of such Taxes) reasonably
estimated to be actually payable as a result of such Disposition (provided that any such estimated Taxes not actually due or payable
shall constitute Net Cash Proceeds upon the earlier of the date that such Taxes are determined not to be actually payable and the end
of such one-year period), including as a result of any necessary repatriation of funds, (b) with respect to any Event of Loss of
a Person, cash and Cash Equivalent proceeds received by or for such Person’s account (whether as a result of payments made under
any applicable insurance policy therefor or in connection with condemnation proceedings or otherwise), net of (i) reasonable direct
costs incurred in connection with the collection of such proceeds, awards or other payments and (ii) income Taxes payable as a result
thereof (including Permitted Tax Payments reasonably estimated by the Borrower to be payable as a result thereof) and (c) with respect
to any incurrence or assumption of Indebtedness by a Person, cash and Cash Equivalent proceeds received by or for such Person’s
account, net of the underwriting discounts and commissions and other reasonable direct costs incurred in connection therewith (and not
payable to an Affiliate).


 






    34 


     


    

 


“Non-Consenting Lender”
means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all affected Lenders or
all Lenders, in each instance in accordance with the terms of Section 11.10, and (b) has been approved by the Required
Lenders.


 


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


 


“Non-Extension Notice
Date” is defined in Section 2.3(f).


 


“Note”
and “Notes” mean and include the Revolving Notes, the Term Notes, the Swing Note and any other promissory note evidencing
the Incremental Term Loans.


 


“Obligations”
means all obligations of the Borrower to pay principal and interest on the Loans (including all after the commencement of an insolvency
proceeding regardless of whether allowed or allowable in whole or in part as a claim in such insolvency proceeding), all Reimbursement
Obligations owing under the Applications, all fees and charges payable hereunder, and all other payment obligations of any Loan Party
arising under or in relation to any Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct
or indirect, absolute or contingent, and howsoever evidenced, held or acquired, and including all interest costs, fees, and charges after
commencement of an insolvency proceeding regardless of whether allowed or allowable in whole or in part as a claim in such insolvency
proceeding.


 


“OFAC”
means the United States Department of Treasury Office of Foreign Assets Control.


 


“OFAC SDN List”
means the list of the Specially Designated Nationals and Blocked Persons maintained by OFAC.


 


“Organization Documents”
means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, or code of regulations, or other similar
document and any certificate of designations or instrument relating to the rights of shareholders of such corporation, (b) for any
partnership, the partnership agreement or other similar agreement and, if applicable, certificate of limited partnership, (c) for
any limited liability company, the operating agreement, limited liability company agreement, or other similar agreement, and articles
or certificate of formation of such limited liability company, and (d) with respect to any joint venture, trust or other form of
business entity, the joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or
notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction
of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.


 






    35 


     


    

 


“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 Obligations
Cap” means $20,000,000.


 


“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 11.2(b)).


 


“Parent”
means ALSK Holdings, LLC, a Delaware limited liability company and the direct parent of Holdings.


 


“Parent Company”
means Parent or any other direct or indirect parent company of Holdings.


 


“Participant”
is defined in Section 11.9(d).


 


“Participant Register”
is defined in Section 11.9(d).


 


“Participating Interest”
is defined in Section 2.3(d).


 


“Participating Lender”
is defined in Section 2.3(d).


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.


 


“Percentage”
means for any Lender its Revolver Percentage, Term Loan Percentage or applicable Incremental Term Loan Percentage, as applicable; and
where the term “Percentage” is applied on an aggregate basis (including Section 11.12(c)), such aggregate
percentage shall be calculated by aggregating the separate components of the Revolver Percentage, Term Loan Percentage and applicable
Incremental Term Loan Percentage, and expressing such components on a single percentage basis.


 


“Permitted Acquisition”
means any Acquisition with respect to which all of the following conditions shall have been satisfied:


 


(a)          the
Acquired Business is reasonably related, ancillary or complimentary to, similar to or reasonable extensions of the line of business engaged
in as of the date of this Agreement by the Borrower and any of its Subsidiaries and has its primary operations in the United States of
America;


 


(b)         the
Acquisition shall not be a Hostile Acquisition;


 


(c)          the
Total Consideration for the Acquired Business shall not exceed, when taken together with the Total Consideration for all Acquired Businesses
acquired after the Closing Date, $60,000,000 in any fiscal year and $125,000,000 in the aggregate;


 






    36 


     


    

 


(d)         the
Borrower shall have notified the Administrative Agent and Lenders not less than ten (10) days (or such shorter time period as may
be agreed to by the Administrative Agent) prior to any such Permitted Acquisition;


 


(e)          for
Acquisitions the Total Consideration for which exceeds $20,000,000, the Administrative Agent shall have received (i) a due diligence
package (consistent with any due diligence package provided to the board of directors (or similar governing body) of the Borrower (or
Holdings, if applicable), (ii) a copy of the purchase agreement and all other material acquisition documents for such Acquisition,
and (iii) to the extent obtained by the Borrower, a quality of earnings report;


 


(f)          any
seller promissory notes incurred in connection with such Acquisition shall be permitted by Section 7.1(o) and shall at
all times be subordinated to the Secured Obligations on terms reasonably acceptable to the Administrative Agent and (ii) to the extent
any earnouts or similar deferred payment obligations of a similar nature are incurred in connection with such Acquisition, the Borrower
shall have used commercially reasonable efforts to subordinate such obligations to the Secured Obligations on terms reasonably acceptable
to the Administrative Agent;


 


(g)          in
the case of any merger, consolidation or any other combination with another Person, a Loan Party or a Subsidiary of a Loan Party is the
surviving entity;


 


(h)          no
Event of Default shall exist immediately prior to or immediately after giving effect to such Acquisition; provided that if such
Acquisition constitutes a Limited Condition Acquisition for which the Borrower has made an LCA Election, the requirements of this clause
(j) shall be satisfied if (x) no Event of Default shall have occurred and be continuing as of the applicable LCA Test Date
and (y) no Specified Event of Default shall have occurred and be continuing as of the date such Acquisition is consummated;


 


(i)           after
giving effect to such Acquisition (including any incurrence of Indebtedness in connection therewith) on a Pro Forma Basis, the Loan Parties
shall be in compliance with Section 7.7 recomputed as of the most recent quarter end for which the Loan Parties have delivered
financial statements and the related Compliance Certificate pursuant to Section 6.1; provided, that if such Acquisition
constitutes a Limited Condition Acquisition for which the Borrower has made an LCA Election, the requirements of this clause (i) shall
be tested in accordance with Section 1.7.


 


“Permitted Lien”
is defined in Section 7.2.


 


“Permitted Refinancing”
means Indebtedness constituting a refinancing or extension of Indebtedness that:


 


(a)            has
an aggregate outstanding principal amount not greater than the aggregate principal amount of the Indebtedness being refinanced or extended,
except by an amount equal to the unpaid accrued interest and premium thereon, defeasance costs and other reasonable amounts paid and fees
and expenses incurred in connection therewith;


 


(b)            has
a weighted average life to maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of the
Indebtedness being refinanced or extended;


 


(c)            is
not entered into as part of a Sale and Leaseback Transaction, unless such Sale and Leaseback Transaction would otherwise be permitted
by Section 7.12;


 






    37 


     


    

 


(d)            is
not secured by a Lien on any assets other than the collateral securing the Indebtedness being refinanced or extended;


 


(e)            the
obligors of which are the same as the obligors of the Indebtedness being refinanced or extended;


 


(f)            is
payment and/or lien subordinated to the Secured Obligations, if applicable, at least to the same extent and in the same manner as the
Indebtedness being refinanced or extended; and


 


(g)            is
otherwise on terms no less favorable to the Loan Parties and their Subsidiaries, taken as a whole, than those of the Indebtedness being
refinanced or extended.


 


“Permitted Tax Payments”
means, for any tax year during which Holdings or any of its direct or indirect Subsidiaries is a member of (or its income is included
in) an affiliated group filing consolidated, combined, unitary or similar tax returns of which it is not the common parent, the corresponding
consolidated, combined, unitary or similar federal, state and local income Tax liabilities of the common parent to the extent attributable
to Holdings and/or its direct and indirect Subsidiaries for the entire taxable period. Permitted Tax Payments may be made quarterly based
on the Borrower’s good faith estimate of the taxable income of Holdings and its direct or indirect Subsidiaries for the entire taxable
period.


 


“Person”
means any natural person, partnership, corporation, limited liability company, association, trust, unincorporated organization or any
other entity or organization, including a Governmental Authority.


 


“Plan”
means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), covered by Title IV of ERISA
or subject to the minimum funding standards under Section 412 of the Code that is maintained or contributed to, or during the preceding
five plan years, has been maintained or contributed to by a Loan Party or by a member of the Controlled Group or to which a Loan Party
or member of the Controlled Group may have liability.


 


“Platform”
is defined in Section 11.8(d).


 


“Pro Forma Basis”,
“Pro Forma Compliance” and “Pro Forma Effect” means, in respect of a Specified Transaction, that
such Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred
as of the first day of the applicable calculation period for the applicable covenant or requirement: (a)(i) with respect to any Disposition,
Event of Loss or sale, transfer or other disposition that results in a Person ceasing to be a Subsidiary, income statement and cash flow
statement items (whether positive or negative) attributable to the Person or property disposed of or the property subject to such Event
of Loss shall be excluded, and (ii) with respect to any Acquisition or other Investment, income statement and cash flow statement
items (whether positive or negative) attributable to the Person or property acquired shall be included to the extent relating to any period
applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for Holdings
and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.1, and (B) such
items are supported by financial statements or other information (in the good faith determination of the Borrower), (b) any retirement
of Indebtedness of Holdings or any of its Subsidiaries, and (c) any incurrence or assumption of Indebtedness by Holdings or any of
its Subsidiaries (and if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for
the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to
such Indebtedness as at the relevant date of determination); provided, that, (x) Pro Forma Basis, Pro Forma Compliance and
Pro Forma Effect in respect of any Specified Transaction shall be calculated in a reasonable and factually supportable manner (in the
good faith determination of the Borrower) and certified by the Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower,
and (y) any such calculation shall be subject to the applicable limitations set forth in the definition of Consolidated EBITDA. The
Borrower may estimate in good faith GAAP results if the financial statements with respect to a Permitted Acquisition or another permitted
Investment are not maintained in accordance with GAAP, and the Borrower may make such further adjustments in good faith as reasonably
necessary in connection with consolidation of such financial statements with those of the Loan Parties.


 






    38 


     


    

 


“Property”
means, as to any Person, all types of real, personal, tangible, intangible or mixed property owned by such Person whether or not included
in the most recent balance sheet of such Person and its Subsidiaries under GAAP.


 


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


 


“PUC” means
any state public utility commission, public service commission or similar regulatory body responsible for regulating the telecommunications
industry with jurisdiction over the business of any Loan Party or any Subsidiary thereof.


 


“PUC Authorization”
means any authorization required to operate the businesses of the Borrower or any of Subsidiary required by the Regulatory Commission
of Alaska or any other state PUC where the Borrower or any Subsidiary conduct business.


 


“Qualified ECP Guarantor”
means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee
or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other 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.


 


“Qualified Equity
Interests” means any Equity Interests that are not Disqualified Equity Interests.


 


“Recipient” means
(a) the Administrative Agent, (b) any Lender, and (c) the L/C Issuer.


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is USD LIBOR, 11:00 a.m. (London time)
on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not USD LIBOR, the time
determined by the Administrative Agent in its reasonable discretion.


 


“Register”
is defined in Section 11.9(c).


 


“Reimbursement Obligation”
is defined in Section 2.3(c).


 


“Related Indemnitee
Parties” of an Indemnitee means any (or all, as the context may require) of such Indemnitee’s (1) controlled Affiliates
and controlling Persons, (2) the respective directors, officers, employees or partners of such Indemnitee or its controlled Affiliates
and controlling Persons and (3) the respective agents, advisors and other representatives of such Indemnitee or its controlled Affiliates
and controlling Persons, in the case of this clause (3), acting on behalf of or at the instructions of such Indemnitee, such controlled
Affiliate or such controlling Person; provided that each reference to a controlled Affiliate, controlling Person, director, officer,
employee, partner, agent, advisor or other representative in this definition pertains to a controlled Affiliate, controlling Person, director,
officer, employee, partner, agent, advisor or other representative involved in the negotiation of this Agreement and the other Loan Documents.


 






    39 


     


    

 


“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.


 


“Release”
means any placing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing
or migrating into the environment, including the exacerbation of existing environmental conditions and the abandonment or discarding of
barrels, drums, containers, tanks or other receptacles containing or previously containing any Hazardous Material.


 


“Relevant Governmental
Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor
thereto.


 


“Removal Effective
Date” is defined in Section 10.7(b).


 


“Required Lenders”
means, as of the date of determination thereof, Lenders whose aggregate outstanding Loans and interests in Letters of Credit and Unused
Revolving Credit Commitments constitute more than 50.0% of the sum of the total outstanding Loans, interests in Letters of Credit and
Unused Revolving Credit Commitments. The outstanding Loans and interests in Letters of Credit and Unused Revolving Credit Commitments
of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation
in any Letter of Credit that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender
shall be deemed to be held by the Lender that is the L/C Issuer in making such determination.


 


“Reserve Percentage”
means, for any Borrowing of Eurodollar Loans, the daily average for the applicable Interest Period of the maximum rate, expressed as a
decimal, at which reserves (including any supplemental, marginal, and emergency reserves) are imposed during such Interest Period by the
Board of Governors of the Federal Reserve System (or any successor) on “eurocurrency liabilities”, as defined in Board
of Governors of the Federal Reserve System’s Regulation D (or in respect of any other category of liabilities that includes
deposits by reference to which the interest rate on Eurodollar Loans is determined or any category of extensions of credit or other assets
that include loans by non-United States offices of any Lender to United States residents), subject to any amendments of such reserve requirement
by the Board of Governors of the Federal Reserve System or its successor, taking into account any transitional adjustments thereto. For
purposes of this definition, the Eurodollar Loans shall be deemed to be “eurocurrency liabilities” as defined in Regulation D
without benefit or credit for any prorations, exemptions or offsets under Regulation D.


 


“Resignation Effective
Date” is defined in Section 10.7(a).


 


“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible Officer”
means with respect to any Loan Party the chief executive officer, the chief financial officer, the chief operating officer and any executive
vice president of such Loan Party.


 






    40 


     


    

 


 


“Restricted”
means, when referring to cash or Cash Equivalents of Holdings or any of its Subsidiaries, that such cash or Cash Equivalents (i) appears
(or would be required to appear) as “restricted” on a consolidated balance sheet of Holdings or of any such Subsidiary (unless
such appearance is related to the Loan Documents or Liens created thereunder) as determined in accordance with GAAP, or (ii) are
subject to any Lien in favor of any Person other than Administrative Agent for the benefit of the holders of the Secured Obligations (but
excluding amounts serving as cash collateral for Letters of Credit) other than bankers’ liens and rights of setoff.


 


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


 


“Reuters Screen LIBOR01
Page” means the display designated as the “LIBOR01 Page” and captioned as ICE Benchmark Administration Interest
Settlement Rates, on the Reuters America Network, a service of Reuters America Inc. (or on any successor or substitute page of such
service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such
page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest
rates applicable to dollar deposits in the London interbank market).


 


“Revolver Percentage”
means, for each Lender, the percentage of the aggregate Revolving Credit Commitments represented by such Lender’s Revolving Credit
Commitment or, if the Revolving Credit Commitments have been terminated or have expired, the percentage held by such Lender (including
through participation interests in Reimbursement Obligations) of the aggregate principal amount of all Revolving Loans, Swing Loans, and
L/C Obligations then outstanding; for the avoidance of doubt, including any Incremental Revolving Loans.


 


“Revolving Credit”
means the credit facility for making Revolving Loans and Swing Loans and issuing Letters of Credit described in Sections 2.2,
2.3 and 2.15.


 


“Revolving Credit
Commitment” means, as to any Lender, the obligation of such Lender to make Revolving Loans and to participate in Swing Loans
and Letters of Credit issued for the account of the Borrower hereunder in an aggregate principal or face amount at any one time outstanding
not to exceed the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made a part hereof,
as the same may be reduced or otherwise modified at any time or from time to time pursuant to the terms hereof. The Revolving Credit Commitments
of the Lenders aggregate $35,000,000 on the Closing Date.


 


“Revolving Credit
Termination Date” means July 22, 2026 or such earlier date on which the Revolving Credit Commitments are terminated in
whole pursuant to Section 2.10, Section 8.2 or Section 8.3.


 


“Revolving Loan”
is defined in Section 2.2 and, as so defined, includes a Revolving Loan that is a Base Rate Loan or a Eurodollar Loan,
each of which is a “type” of Revolving Loan hereunder.


 


“Revolving Note”
is defined in Section 2.11(d).


 


“S&P”
means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC.


 


“Sale and Leaseback
Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person
whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes
as the property being sold or transferred.


 






    41 


     


    

 


“Sanctions Event”
means the event specified in Section 6.9(c).


 


“Sanctions Programs”
means all laws, regulations, and Executive Orders administered by OFAC, including the Bank Secrecy Act, anti-money laundering laws (including
the Patriot Act), and all economic and trade sanction programs administered or enforced by the United States Government, including OFAC,
the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions
authority.


 


“Secured Obligations”
means the Obligations, Hedging Liabilities, Bank Product Liabilities and Designated Letter of Credit Liabilities, in each case whether
now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or
acquired (including all interest, costs, fees, and charges after the entry of an order for relief against any Loan Party in a case under
any Debtor Relief Law or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against
such Loan Party in any such proceeding); provided, however, that, with respect to any Guarantor, Secured Obligations Guaranteed
by such Guarantor shall exclude all Excluded Swap Obligations.


 


“Security Agreement”
means that certain Security and Pledge Agreement, dated as of the date hereof, by and among the Loan Parties and the Administrative Agent.


 


“SOFR”
means a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New
York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently
at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as administrator of the secured
overnight financing rate from time to time).


 


“Solvent”
or “Solvency” means, when used with respect to Holdings and its Subsidiaries, that, as at any date of determination,
(a) the sum of the Indebtedness and other liabilities (including contingent liabilities) of Holdings and its Subsidiaries, on a consolidated
basis, does not exceed the fair value of the assets of Holdings and its Subsidiaries, on a consolidated basis; (b) the capital of
Holdings and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to the business of Holdings and its Subsidiaries,
on a consolidated basis, contemplated as of the date of determination; (c) the present fair saleable value of the assets of Holdings
and its Subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the probable liabilities (including
contingent liabilities) of Holdings and its Subsidiaries, on a consolidated basis, on their debts as they become absolute and matured;
(d) Holdings and its Subsidiaries do not intend to incur, or believe that they will incur, debts or liabilities (including current
obligations and contingent liabilities) beyond their ability to pay such debts and liabilities as they mature in the ordinary course of
business; and (e) Holdings and its Subsidiaries, on a consolidated basis, are able to pay their respective debts and liabilities,
contingent liabilities and other commitments as they mature in the ordinary course of business. For the purposes hereof, the amount of
any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


“Special Flood Hazard
Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1.00%) chance of a flood equal
to or exceeding the base flood elevation (a 100-year flood) in any given year.


 






    42 


     


    

 


“Specified Event
of Default” means any Event of Default pursuant to Section 8.1(a), Section 8.1(j) or Section 8.1(k).


 


“Specified Loan Party”
means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior
to giving effect to Section 12.10).


 


“Specified Representations”
means the representations and warranties made by the Loan Parties pursuant to Sections 5.1(a), 5.2(a), 5.2(b), 5.2(c),
5.2 (d)(i), 5.7(c), 5.13, 5.19, 5.22(b) and 5.24 (but subject to the last paragraph of
Section 3.2).


 


“Specified Transaction”
means (a) any Acquisition, (b) any Disposition, (c) any sale, transfer or other disposition that results in a Person ceasing
to be a Subsidiary, (d) any Investment that results in a Person becoming a Subsidiary, (e) any incurrence or repayment of Indebtedness
with a principal amount in excess of the Threshold Amount, (f) any restructurings, operating improvements, cost savings initiatives
and other similar transactions and initiatives or (g) any other event that by the terms of the Loan Documents requires Pro Forma
Compliance with a test or covenant, calculation as to Pro Forma Effect with respect to a test or covenant, or requires such test or covenant
to be calculated on a Pro Forma Basis (it being understood and agreed that in connection with the calculation of the Consolidated Total
Net Leverage Ratio, for purposes of determining the permissibility of the incurrence of any Indebtedness, (i) the proceeds of such
Indebtedness shall not be counted as Unrestricted Cash, and (ii) any Indebtedness being repaid with the proceeds of such Indebtedness
shall not be considered outstanding).


 


“Stipulated EBITDA”
is defined in the definition of “Consolidated EBITDA.”


 


“Subordination Provisions”
is defined in Section 8.1(o).


 


“Subsidiary”
means, as to any particular parent corporation or organization, any other corporation or organization more than 50.0% of the outstanding
Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more other
entities which are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein, the term
“Subsidiary” means a Subsidiary of Holdings or of any of its direct or indirect Subsidiaries.


 


“Supported QFC”
is defined in Section 11.25.


 


“Swap Obligation”
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract, or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“Swing Line” means
the credit facility for making one or more Swing Loans described in Section 2.15(c).


 


“Swing Line Lender”
means Fifth Third Bank and any successor Swing Line Lender hereunder.


 


“Swing Line Lender’s
Quoted Rate” is defined in Section 2.15(c).


 


“Swing Line Sublimit”
means $4,000,000, as may be reduced pursuant to the terms hereof.


 


“Swing Loan”
and “Swing Loans” each is defined in Section 2.15.


 


“Swing Note”
is defined in Section 2.11(d).


 






    43 


     


    

 


“Taxes”
means any and 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.


 


“Term Credit” means
the credit facility for the Term Loans described in Section 2.1.


 


“Term Loan”
is defined in Section 2.1 and, as so defined, includes a Term Loan that is a Base Rate Loan or a Eurodollar Loan, each
of which is a “type” of Term Loan hereunder.


 


“Term Loan Commitment”
means, as to any Lender, the obligation of such Lender to make its Term Loan Percentage of the Term Loan on the Closing Date in the principal
amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made a part
hereof. The Term Loan Commitments of the Lenders aggregate $210,000,000 on the Closing Date.


 


“Term Loan Maturity
Date” is defined in Section 2.7.


 


“Term Loan Percentage”
means, for each Lender, the percentage of the Term Loan Commitments represented by such Lender’s Term Loan Commitment or, if the
Term Loan Commitments have been terminated or have expired, the percentage held by such Lender of the aggregate principal amount of all
Term Loans then outstanding.


 


“Term Note”
is defined in Section 2.11(d).


 


“Term SOFR”
means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the
Relevant Governmental Body.


 


“Term SOFR Notice”
means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.


 


“Term SOFR Transition
Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant
Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark
Transition Event has previously occurred resulting in a Benchmark Replacement that is not Term SOFR.


 


“Threshold Amount”
means $10,000,000.


 


“Total Consideration”
means the sum (but without duplication) of (a) cash paid or payable in connection with any Acquisition (other than (i) the payment
of all fees, premiums, commissions, expenses and other transaction costs paid in connection therewith and (ii) payments arising from
agreements of the Borrower or its Subsidiaries providing for indemnification, contribution, earn-outs and similar adjustments of purchase
price with respect to such Acquisition), whether paid at or prior to or after the closing thereof, plus (b) Indebtedness payable
to the seller in connection with such Acquisition, plus (c) purchase price payments which are required to be made over a period
of time and are not contingent upon Holdings or any Subsidiary meeting financial performance objectives (exclusive of salaries paid in
the ordinary course of business) (discounted at the Base Rate), but only to the extent not included in clause (a) or (b) above,
plus (d) the principal amount of Indebtedness assumed in connection with such Acquisition, plus (e) the amount
of any earnout obligations in connection with such Acquisition (determined as the aggregate amount, if any, of such earnout obligations
that are required at such time under GAAP to be recognized as liabilities on the consolidated balance sheet of the Holdings).


 






    44 


     


    

 


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


 


“U.S. Special Resolution
Regimes” is defined in Section 11.25.


 


“U.S. Tax Compliance
Certificate” is defined in Section 11.1(g)(ii)(B)(iii).


 


“UCC” is
defined in Section 1.2.


 


“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by
the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“United States”
and “U.S.” mean the United States of America.


 


“Universal Service
Program” means the federal Universal Service Fund and any state equivalent thereto, including any program or funding mechanism
associated with any such fund.


 


“Unrestricted Cash”
means, at any time, cash and Cash Equivalents of Holdings and its Subsidiaries that are not Restricted at such time.


 


“Unused Revolving
Credit Commitments” means, at any time, the difference between (a) the Revolving Credit Commitments then in effect and
(b) the aggregate outstanding principal amount of Revolving Loans, Swing Loans and L/C Obligations then outstanding; provided
that Swing Loans outstanding from time to time shall be deemed to reduce the Unused Revolving Credit Commitment of the Lender that is
the Swing Line Lender only (and not any other Lender) for purposes of computing the Commitment Fee.


 


“USAC”
means the Universal Service Administrative Company.


 


“USD LIBOR”
means the London interbank offered rate for U.S. dollars.


 


“Welfare Plan”
means a “welfare plan” as defined in Section 3(1) of ERISA.


 


“Wholly-Owned Subsidiary”
means, at any time, any Subsidiary of which all of the issued and outstanding Equity Interests (other than directors’ qualifying
Equity Interests as required by law) are owned by any one or more of Holdings and Holdings’ other Wholly-Owned Subsidiaries at such
time.


 


“Withholding Agent”
means any Loan Party and the Administrative Agent.


 


“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


 






    45 


     


    

 


“Yield Differential”
is defined in Section 2.16(c)(ii)(B).


 


Section 1.2          Interpretation.
The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions
on such amendments, restatements, amendments and restatements, supplements or modifications set forth herein) and shall include all exhibits
and schedules thereto, (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted
assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall
be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, (e) any
reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented
from time to time, and any successor of such law or regulation, (f) 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 and (g) any certification hereunder required to be given by a corporate officer shall
be deemed to be made on behalf of the applicable Loan Party and not in the individual capacity of such officer. All references to time
of day herein are references to New York, New York, time unless otherwise specifically provided. Where the character or amount of any
asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required
to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent
with the specific provisions of this Agreement. All terms that are used in this Agreement which are defined in the Uniform Commercial
Code of the State of New York as in effect from time to time (“UCC”) shall have the same meanings herein as such terms
are defined in the UCC, unless this Agreement shall otherwise specifically provide. Any reference herein to a merger, transfer, consolidation,
amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company,
or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were
a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate
Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability
company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).


 






    46 


     


    

 


Section 1.3          Accounting
Principles; Pro Forma Calculations.


 


(a)            Change
in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation
of Audited Historical Financial Statements and such change shall result in a change in the method of calculation of any financial covenant,
standard or term found in this Agreement, either the Borrower or the Required Lenders may by notice to the Administrative Agent and the
Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenant, standard, and term
so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial
condition of Holdings and its Subsidiaries or such covenant, standard or term shall be the same as if such change had not been made.
No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation
at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this
Section 1.3, financial covenants (and all related defined terms) and applicable covenants, terms and standards shall be computed
and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the foregoing, leases
(whether in existence on the Closing Date or entered into thereafter) shall continue to be classified and accounted for on a basis consistent
with that reflected in the audited financial statements for the fiscal year ending December 31, 2018, for all purposes of this Agreement,
notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing
such changes, as provided for above.


 


(b)            Pro
Forma Calculations. Notwithstanding anything to the contrary contained herein, all calculations of the Consolidated Total Net Leverage
Ratio (including for purposes of compliance with Section 7.7 and determining the Applicable Margin) and the Consolidated Fixed
Charge Coverage Ratio, in each case, shall be made on a Pro Forma Basis with respect to all Specified Transactions occurring during the
applicable period to which such calculation relates, and/or subsequent to the end of such period but not later than the date of such calculation;
provided, that, notwithstanding the foregoing, when calculating the Consolidated Total Net Leverage Ratio or the Consolidated Fixed
Charge Coverage Ratio, in each case, for purposes of determining (i) compliance with Section 7.7, and/or (ii) the
Applicable Margin, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis that occurred
subsequent to the end of the applicable period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision
of this Agreement which requires Pro Forma Compliance with any financial covenant set forth in Section 7.7, (A) in the
case of any such compliance required after delivery of financial statements for the fiscal quarter ending December 31, 2021, such
Pro Forma Compliance shall be determined by reference to the maximum Consolidated Total Net Leverage Ratio and/or the minimum Consolidated
Fixed Charge Coverage Ratio, as applicable, permitted for the most recently ended LTM Period, or (B) in the case of any such compliance
required prior to the delivery referred to in clause (A) above, such Pro Forma Compliance shall be determined by reference to (x) the
most recent financial statements of the Borrower that are available (to the extent reasonably acceptable to the Administrative Agent,
it being understood and agreed that the financial statements of the Borrower filed with or furnished to the Securities and Exchange Commission
and publicly available are deemed to be reasonably acceptable by the Administrative Agent) or the most recent financial statements delivered
pursuant to Section 6.1(a), as applicable, and (y) the maximum Consolidated Total Net Leverage Ratio and/or the minimum
Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter ending December 31, 2021.


 


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


 


Section 1.5          Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the
stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit
that, by its terms or the terms of any Application related thereto, provides for one or more automatic increases in the stated amount
thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect
to all such increases, whether or not such maximum stated amount is in effect at such time. For all purposes of this Agreement, if on
any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation
of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available
to be drawn.


 






    47 


     


    

 


Section 1.6          Times
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard,
as applicable).


 


Section 1.7          Limited
Condition Acquisitions.


 


(a)            In
connection with the incurrence of any Indebtedness (other than any Indebtedness under the Revolving Credit, including Incremental Revolving
Credit Commitments) or Liens or the making of any Investments or the occurrence of any fundamental change, in each case, in connection
with a Limited Condition Acquisition (any of the foregoing, an “LCA Action” and collectively, the “LCA Actions”),
for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of any financial ratios
(including the financial covenants set forth in Section 7.7) or (ii) testing baskets set forth in this Agreement, in
each case, upon the Borrower’s election (the “LCA Election”) by written notice to the Administrative Agent on
or prior to the date the Limited Condition Acquisition Agreement with respect to such Limited Condition Acquisition is executed (the “LCA
Test Date”), the date of determination of whether such LCA Action is permitted hereunder shall be the LCA Test Date, and if,
after giving effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith on a Pro
Forma Basis as if they had occurred at the beginning of the most recent four consecutive fiscal quarter period ending prior to the LCA
Test Date for which the Loan Parties have delivered financial statements and the related Compliance Certificate pursuant to Section 6.1,
the Borrower could have taken such LCA Action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket
shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios
or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such
ratio or basket, including due to fluctuations in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition
Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have
been exceeded as a result of such fluctuations.


 


(b)            If
the Borrower has made a LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any financial ratio
or any test of basket availability under this Agreement with respect to any other transaction (including the incurrence of Indebtedness
and Liens) unrelated to such Limited Condition Acquisition (each, a “Subsequent Transaction”), then following the relevant
LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated and the date on which the
Limited Condition Acquisition Agreement with respect to such Limited Condition Acquisition is terminated or expires without consummation
of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement,
any such financial ratio or basket availability shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Acquisition
and the other transactions in connection therewith have been consummated.


 


Section 1.8          Classification.
For purposes of determining compliance at any time with Section 7.1, Section 7.2, Section 7.3, Section 7.4,
Section 7.5, Section 7.6 and Section 7.13, in the event that any Indebtedness, Lien, Disposition, Investment,
Restricted Payment, contract with an Affiliate or payment of Subordinated Indebtedness meets the criteria of more than one of the items
permitted pursuant to any clause of such Section 7.1, Section 7.2, Section 7.3, Section 7.4,
Section 7.5, Section 7.6 or Section 7.13, as applicable, (but not of a different Section), the Borrower,
in its sole discretion, may classify and/or reclassify such transaction or item (or portion thereof) from time to time and will only
be required to include the amount and type of such transaction (or portion thereof) in any one exception under such Section (but
not of a different Section).


 






    48 


     


    

 


Section 1.9          Cashless
Rollovers. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that
any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans with an Incremental Facility
or loans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewal or refinancing is effected
by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply
with any requirement hereunder or any other Loan Document that such payment be made “in Dollars”, “in immediately available
funds”, “in Cash” or any other similar requirement.


 


SECTION 2     The
Credit Facilities.


 


Section 2.1          Term
Loan Commitments. Each Lender severally and not jointly agrees, subject to the terms and conditions hereof, to make a loan
(each individually, a “Term Loan” and collectively, the “Term Loans”) in Dollars to the Borrower
in the amount of such Lender’s Term Loan Commitment. The Term Loans shall be advanced in a single Borrowing on the Closing Date,
at which time the Term Loan Commitments shall expire. As provided in Section 2.5(a), and subject to the terms hereof, the
Borrower may elect that all or any part of the Term Loans be outstanding as Base Rate Loans or Eurodollar Loans. No amount of any Term
Loan may be reborrowed once it is repaid.


 


Section 2.2          Revolving
Credit Commitments. Prior to the Revolving Credit Termination Date, each Lender severally and not jointly agrees, subject to the
terms and conditions hereof, to make revolving loans (each individually a “Revolving Loan” and, collectively, the “Revolving
Loans”) in Dollars to the Borrower from time to time up to the amount of such Lender’s Revolving Credit Commitment in
effect at such time; provided, however, the sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations
at any time outstanding shall not exceed the sum of all Revolving Credit Commitments in effect at such time; provided, further,
that the Revolving Loans borrowed on the Closing Date shall not exceed $10,000,000. Each Borrowing of Revolving Loans shall be made ratably
by the Lenders in proportion to their respective Revolver Percentages. As provided in Section 2.5(a), and subject to the terms
hereof, the Borrower may elect that each Borrowing of Revolving Loans be either Base Rate Loans or Eurodollar Loans. Revolving Loans may
be repaid and reborrowed before the Revolving Credit Termination Date, subject to the terms and conditions hereof.


 


Section 2.3          Letters
of Credit.


 


(a)          General
Terms. Subject to the terms and conditions hereof, as part of the Revolving Credit, the L/C Issuer shall issue standby letters
of credit denominated in Dollars (each a “Letter of Credit”) for the Borrower’s account in an aggregate undrawn
face amount up to the L/C Sublimit; provided, however, the sum of the aggregate principal amount of Revolving Loans, Swing
Loans and L/C Obligations at any time outstanding shall not exceed the sum of all Revolving Credit Commitments in effect at such
time. Each Lender shall be obligated to reimburse the L/C Issuer for such Lender’s Revolver Percentage of the amount of each drawing
under a Letter of Credit and, accordingly, each Letter of Credit shall constitute usage of the Revolving Credit Commitment of each Lender
pro rata in an amount equal to its Revolver Percentage of the L/C Obligations then outstanding.


 






    49 


     


    

 


(b)          Applications.
At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one or more Letters
of Credit in Dollars, in form and substance reasonably acceptable to the L/C Issuer, with expiration dates no later than the earlier of
twelve (12) months from the date of issuance (or which are cancelable not later than twelve (12) months from the date of issuance
and each renewal) or the date twelve (12) months following the Revolving Credit Termination Date (provided that on or prior to the Revolving
Credit Termination Date, the Borrower shall provide Cash Collateral in compliance with the requirements of Section 4.5 as
security for any Letter of Credit outstanding on such date in an amount equal to 102.0% of the full amount then available for drawing
under such Letter of Credit) in an aggregate face amount as set forth above, upon the receipt of a duly executed application for the relevant
Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”).
Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter
of Credit as set forth in Section 2.12(b), and (ii) if the L/C Issuer is not timely reimbursed for the amount of any
drawing under a Letter of Credit on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the
amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at
a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a
year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s
obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement
(including the conditions set forth in Section 3.1 and the other terms of this Section 2.3). Notwithstanding anything
herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if any Lender is at
such time a Defaulting Lender hereunder unless the Borrower or such Defaulting Lender has provided Cash Collateral in compliance with
Section 4.5 sufficient to eliminate the L/C Issuer’s risk with respect to such Defaulting Lender.


 






    50 


     


    

 


(c)            The
Reimbursement Obligations. Subject to Section 2.3(b), the obligation of the Borrower to reimburse the L/C Issuer for
all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related
to such Letter of Credit and this Agreement, except that reimbursement shall be paid by no later than 2:00 p.m. on the date
which each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:30 a.m. on
the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:30 a.m. on the date
when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s
principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the Borrower, and the
Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds. If the Borrower
does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set
forth in Section 2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any
of the relevant Reimbursement Obligations shall be distributed in accordance with Section 2.3(d) below. In addition,
for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision
of any Application, its obligations under this Section 2.3(c) and each Application shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the relevant Application, under all
circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent,
the L/C Issuer or any Lender, including (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment
or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim,
set-off, defense, or other right of the Borrower may have at any time against a beneficiary of a Letter of Credit (or any Person for
whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with
this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement
or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or
any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a
Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with
the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or
a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this
Section 2.3(c), constitute a legal or equitable discharge of the Borrower’s obligations hereunder or under an Application.
None of the Administrative Agent, the Lenders, or the L/C Issuer shall have any liability or responsibility by reason of or in connection
with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery
of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer;
provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent
of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower and each other
Loan Party to the extent permitted by applicable Law) suffered by the Borrower or any other Loan Party that are caused by the L/C Issuer’s
failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms
thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the L/C Issuer
(as determined by a court of competent jurisdiction by final and nonappealable judgment), the L/C Issuer shall be deemed to have
exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit,
the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such
documents are not in strict compliance with the terms of such Letter of Credit.


 


(d)            The
Participating Interests. Each Lender (other than the Lender acting as L/C Issuer) severally and not jointly agrees to purchase
from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such Lender (a “Participating Lender”), an undivided
participating interest (a “Participating Interest”) to the extent of its Revolver Percentage in each Letter of Credit
issued by, and each Reimbursement Obligation owed to, the L/C Issuer. Upon Borrower’s failure to pay any Reimbursement Obligation
on the date and at the time required, or if the L/C Issuer is required at any time to return to the Borrower or to a trustee, receiver,
liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not
later than the Business Day it receives a certificate in the form of Exhibit A hereto from the L/C Issuer (with a copy to
the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. or not later than 1:00 p.m. the
following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the L/C Issuer
an amount equal to such Participating Lender’s Revolver Percentage of such unpaid or recaptured Reimbursement Obligation together
with interest on such amount accrued from the date the L/C Issuer made the related payment to the date of such payment by such Participating
Lender at a rate per annum equal to: (i) from the date the L/C Issuer made the related payment to the date two Business Days
after payment by such Participating Lender is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two Business
Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender,
the Base Rate in effect for each such day. Each such Participating Lender shall, after making its appropriate payment, be entitled to
receive its Revolver Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon,
with the L/C Issuer retaining its Revolver Percentage thereof as a Lender hereunder.


 






    51 


     


    

 


The several obligations of
the Participating Lenders to the L/C Issuer under this Section 2.3 shall be absolute, irrevocable and unconditional under
any and all circumstances and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Lender may
have or has had against the Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other Person. Without limiting the generality
of the foregoing, such obligations shall not be affected by any Default or Event of Default (or by any reduction or termination of the
Revolving Credit Commitment of any Lender with respect to Letters of Credit issued prior to such reduction or termination), and each payment
by a Participating Lender under this Section 2.3 shall be made without any offset, abatement, withholding or reduction whatsoever.


 


(e)            Indemnification.
The Participating Lenders shall, severally, to the extent of their respective Revolver Percentages, indemnify the L/C Issuer (to the extent
not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action,
loss or liability (except such as result from the L/C Issuer’s gross negligence or willful misconduct as determined by a court of
competent jurisdiction by final and nonappealable judgment) that the L/C Issuer may suffer or incur in connection with any Letter of Credit
issued by it. The obligations of the Participating Lenders under this Section 2.3(e) and all other parts of this Section 2.3
shall survive termination of this Agreement and of all Applications, Letters of Credit, and all drafts and other documents presented in
connection with drawings thereunder.


 


(f)            Manner
of Requesting a Letter of Credit; Auto-Extension Letter of Credit.


 


(i)            The
Borrower shall provide at least three (3) Business Days’ advance written notice to the Administrative Agent (or such lesser
notice as the Administrative Agent and the L/C Issuer may agree in their sole discretion) of each request for the issuance of a Letter
of Credit, each such notice to be accompanied by a properly completed and executed Application for the requested Letter of Credit and,
in the case of an extension or amendment or an increase in the amount of a Letter of Credit, a written request therefor, in a form reasonably
acceptable to the Administrative Agent and the L/C Issuer, in each case, together with the fees called for by this Agreement. The Administrative
Agent shall promptly notify the L/C Issuer of the Administrative Agent’s receipt of each such notice (and the L/C Issuer shall be
entitled to assume that the conditions precedent to any such issuance, extension, amendment or increase have been satisfied unless notified
to the contrary by the Administrative Agent or the Required Lenders) and the L/C Issuer shall promptly notify the Administrative Agent
and the Lenders of the issuance of a Letter of Credit.


 


(ii)            If
the Borrower so requests in any applicable Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit
that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such
Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve (12) month period
(commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day
(the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon at the time such Letter
of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the
L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized
(but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than three
(3) Business Days prior to the Revolving Credit Termination Date; provided, however, that the L/C Issuer shall not
permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such
time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which
may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from
the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent,
any Lender or the Borrower that one or more of the applicable conditions specified in Section 3.1 is not then satisfied,
and in each such case directing the L/C Issuer not to permit such extension.


 






    52 


     


    

 


(g)            Conflict
with Application. In the event of any conflict or inconsistency between this Agreement and the terms of any Application, the terms
of this Agreement shall control.


 


Section 2.4          Applicable
Interest Rates.


 


(a)            Base
Rate Loans. Each Base Rate Loan made or maintained by a Lender shall bear interest (computed on the basis of a year of 365 or 366 days,
as the case may be, and the actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or created
by conversion from a Eurodollar Loan until, but excluding, the date of repayment thereof at a rate per annum equal to the sum of the Applicable
Margin plus the Base Rate from time to time in effect, payable by the Borrower on each Interest Payment Date and at maturity (whether
by acceleration or otherwise).


 


(b)            Eurodollar
Loans. Each Eurodollar Loan made or maintained by a Lender shall bear interest during each Interest Period it is outstanding (computed
on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced,
continued or created by conversion from a Base Rate Loan until, but excluding, the date of repayment thereof at a rate per annum equal
to the sum of the Applicable Margin plus the Adjusted LIBOR applicable for such Interest Period, payable by the Borrower on each Interest
Payment Date and at maturity (whether by acceleration or otherwise).


 


(c)            Default
Rate. While any Specified Event of Default exists or after acceleration of the Obligations, the Borrower shall pay interest (after
as well as before entry of judgment thereon to the extent permitted by Law) on the principal amount of all Loans and Reimbursement Obligations,
L/C Participation Fees and other amounts owing by it at a rate per annum equal to:


 


(i)            for
any Base Rate Loan and any Swing Loan bearing interest at the Base Rate, the sum of 2.00% per annum plus the Applicable Margin plus the
Base Rate from time to time in effect;


 


(ii)            for
any Eurodollar Loan and any Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate, the sum of 2.00% per annum plus
the rate of interest in effect thereon at the time of such Specified Event of Default until the end of the Interest Period applicable
thereto and, thereafter, at a rate per annum equal to the sum of 2.00% plus the Applicable Margin for Base Rate Loans plus the Base Rate
from time to time in effect;


 






    53 


     


    

 


(iii)            for
any Reimbursement Obligation, the sum of 2.00% plus the amounts due under Section 2.3 with respect to such Reimbursement
Obligation;


 


(iv)            for
any Letter of Credit, the sum of 2.00% plus the L/C Participation Fee due under Section 2.12(b) with respect to
such Letter of Credit; and


 


(v)            for
any other amount owing hereunder not covered by clauses (i) through (iv) above, the sum of 2.00% plus the Applicable
Margin plus the Base Rate from time to time in effect;


 


provided, however,
that in the absence of acceleration, any increase in interest rates pursuant to this Section 2.4 and any conversion of Loans
into Base Rate Loans shall be made at the election of the Administrative Agent, acting solely at the request or with the consent of the
Required Lenders, with written notice to the Borrower. While any Event of Default exists or after acceleration, accrued interest shall
be paid on demand of the Administrative Agent at the request or with the consent of the Required Lenders.


 


(d)            Rate
Determinations.  The Administrative Agent shall determine each interest rate applicable to the Loans at the time of request therefor
and the Reimbursement Obligations hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest
error.


 


Section 2.5           Manner
of Borrowing Loans and Designating Applicable Interest Rates.


 


(a)            Notice
to the Administrative Agent. The Borrower shall give notice to the Administrative Agent by no later than (i) 3:00 p.m. at
least three (3) Business Days before the date on which the Borrower requests the Lenders to advance a Borrowing of Eurodollar Loans
and (ii) 2:00 p.m. on the date the Borrower requests the Lenders to advance a Borrowing of Base Rate Loans; provided,
that the request for the Borrowing on the Closing Date shall be given at least one (1) Business Day prior to the Closing Date, and,
if such Borrowing requests Eurodollar Loan, such notice shall be accompanied by a funding indemnity letter in form and substance reasonably
acceptable to the Administrative Agent. The Loans included in each Borrowing shall bear interest initially at the type of rate specified
in such notice. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing
or, subject to Section 2.6, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last
day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans or convert
part or all of such Borrowing into Base Rate Loans or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower
may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower.
The Borrower shall give all such notices requesting the advance, continuation or conversion of a Borrowing to the Administrative Agent
by email (with a pdf copy of the applicable fully-executed notice), telephone, or telecopy (which notice shall be irrevocable once given
and, if by telephone, shall be promptly confirmed in writing in a manner reasonably acceptable to the Administrative Agent), substantially
in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion),
as applicable, or in such other form reasonably acceptable to the Administrative Agent. Notice of (i) the continuation of a Borrowing
of Eurodollar Loans for an additional Interest Period or (ii) the conversion of part or all of a Borrowing of Base Rate Loans into
Eurodollar Loans must be given by no later than 3:00 p.m. at least three (3) Business Days before the date of the requested
continuation or conversion. All notices concerning the advance, continuation or conversion of a Borrowing shall specify the date of the
requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to
be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing
is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees that the Administrative Agent may
rely on any such email, telephonic or telecopy notice given by any person the Administrative Agent in good faith believes is an Authorized
Officer without the necessity of independent investigation (the Borrower hereby indemnifies the Administrative Agent from any liability
or loss ensuing from such reliance) and, in the event any such notice by telephone conflicts with any written confirmation, such telephonic
notice shall govern if the Administrative Agent has acted in reliance thereon. Except as otherwise provided herein, a Eurodollar Loan
may be continued or converted only on the last day of an Interest Period for such Eurodollar Loan. During the existence of a Default,
no Loans may be requested as, converted to or continued as Eurodollar Loans without the consent of the Required Lenders, and the Required
Lenders may demand that any or all of the outstanding Eurodollar Loans be converted immediately to Base Rate Loans.


 






    54 


     


    

 


(b)          Notice
to the Lenders. The Administrative Agent shall give prompt telephonic, telecopy, or email notice to each Lender of any notice from
the Borrower received pursuant to Section 2.5(a) above and, if such notice requests the Lenders to make Eurodollar Loans,
the Administrative Agent shall give notice to the Borrower and each Lender of the interest rate applicable thereto promptly after the
Administrative Agent has made such determination.


 


(c)          Borrower’s
Failure to Notify; Automatic Continuations and Conversions; Automatic Extensions of Revolving Loans if Reimbursement Obligations Not
Repaid. If the Borrower fails to give proper notice of the continuation of any outstanding Borrowing of Eurodollar Loans before the
last day of its then current Interest Period within the period required by Section 2.5(a), such Borrowing shall automatically
be continued as a Borrowing of Eurodollar Loans with an interest period of one month. In the event the Borrower fails to give notice
pursuant to Section 2.5(a) of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the
Administrative Agent by 2:00 p.m. on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement
Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans
under the Revolving Credit (or, at the option of the Administrative Agent, under the Swing Line) on such day in the amount of the Reimbursement
Obligation then due, which Borrowing, if otherwise available hereunder, shall be applied to pay the Reimbursement Obligation then due.


 


(d)         Disbursement
of Loans. Not later than (x) 2:00 p.m., with respect to Borrowings of Eurodollar Borrowings, and (y) 4:00 p.m., with
respect to Borrowings of Base Rate Loans, in each case, on the date of any requested advance of a new Borrowing, subject to Section 3,
each Lender shall make available its Loan comprising part of such Borrowing in funds immediately available at the principal office of
the Administrative Agent in Cincinnati, Ohio (or such other address designated by the Administrative Agent from time to time). The Administrative
Agent shall make the proceeds of each new Borrowing available to the Borrower at the Administrative Agent’s principal office in
Cincinnati, Ohio (or such other address designated by the Administrative Agent from time to time).


 






    55 


     


    

 


(e)            Administrative
Agent Reliance on Lender Funding. Unless the Administrative Agent shall have received notice from a Lender prior to (or, in the case
of a Borrowing of Base Rate Loans, by 3:30 p.m. on) the date on which such Lender is scheduled to make available to the Administrative
Agent of its share of a Borrowing (which notice shall be effective upon receipt) that such Lender does not intend to make such share
available, the Administrative Agent may assume that such Lender has made or will make such share available in accordance with Section 2.5(d) when
due and the Administrative Agent, in reliance upon such assumption, may (but shall not be required to) make available to the Borrower
a corresponding amount and/or front such amount on behalf of such Lender in anticipation of the funding by such Lender (each such advance,
a “Disproportionate Advance”) and, if any Lender has not and does not in fact made its share of the applicable Borrowing
available to the Administrative Agent in accordance with the terms hereof, such Lender shall, on demand, make available to the Administrative
Agent the Disproportionate Advance attributable to such Lender together with interest thereon in respect of each day during the period
commencing on the date such Disproportionate Advance was made available to the Borrower and ending on (but excluding) the date such Lender
makes available such Disproportionate Advance to the Administrative Agent at a rate per annum equal to: (i) from the date the Disproportionate
Advance was made by the Administrative Agent to the date 2 Business Days after payment by such Lender is due hereunder, the greater
of, for each such day, (A) the Federal Funds Rate and (B) an overnight rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation and (ii) from the date 2 Business Days after the date such share
of the applicable Borrowing is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each
such day. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrower will, promptly
following written demand from the Administrative Agent, repay to the Administrative Agent the proceeds of the Loan attributable to such
Disproportionate Advance with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without
such payment being considered a payment or prepayment of a Loan under Section 9.1 so that the Borrower will have no liability
under such Section 9.1 with respect to such payment. If the Borrower and such Lender shall pay interest to the Administrative
Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest
paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the
amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower under this Section 2.5
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.


 


Section 2.6          Minimum
Borrowing Amounts; Maximum Loans. Each Borrowing of Base Rate Loans under a Credit shall be in an amount not less than $250,000
or such greater amount that is an integral multiple of $25,000. Each Borrowing of Eurodollar Loans advanced, continued or converted under
a Credit shall be in an amount equal to $500,000 or such greater amount that is an integral multiple of $50,000. Without the Administrative
Agent’s consent, there shall not be more than eight Borrowings of Eurodollar Loans outstanding at any one time.


 






    56 


     


    

 


Section 2.7         Maturity
of Loans.


 


(a)          Scheduled
Payments of Term Loans. The Borrower shall make principal payments on the Term Loans in installments on the last Business Day of
each March, June, September, and December in each year, in the respective amounts set forth below opposite such dates (which amounts
shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.8),
unless accelerated sooner pursuant to Section 8; it being further agreed that a final payment comprised of all principal
and interest not sooner paid on the Term Loans, shall be due and payable on July 22, 2026 (the “Term Loan Maturity Date”),
the final maturity thereof. Each principal payment on the Term Loans shall be applied to the Lenders holding the Term Loans pro rata
based upon their Term Loan Percentages.


 


	Payment Dates	Principal Repayment Installments
	December 31, 2021	$0.00
	March 31, 2022	$0.00
	June 30, 2022	$0.00
	September 30, 2022	$0.00
	December 31, 2022	$0.00
	March 31, 2023	$0.00
	June 30, 2023	$0.00
	September 30, 2023	$0.00
	December 31, 2023	$1,312,500.00
	March 31, 2024	$1,312,500.00
	June 30, 2024	$1,312,500.00
	September 30, 2024	$1,312,500.00
	December 31, 2024	$2,625,000.00
	March 31, 2025	$2,625,000.00
	June 30, 2025	$2,625,000.00
	September 30, 2025	$2,625,000.00
	December 31, 2025	$2,625,000.00
	March 31, 2026	$2,625,000.00
	June 30, 2026	$2,625,000.00
	Term Loan Maturity Date	Remaining outstanding principal balance of Term Loans


 


(b)         Incremental
Term Loans. The Borrower shall repay the outstanding principal amount of all Incremental Term Loans in the installments, on the dates
and in the amounts set forth in the applicable Incremental Facility Amendment for such Incremental Term Loans it being further agreed
that a final payment comprised of all principal and interest not sooner paid on the Term Loans, shall be due and payable on the final
maturity thereof. Each principal payment on the Incremental Term Loans shall be applied to the Lenders holding such Incremental Term Loans
pro rata based upon their applicable Incremental Term Loan Percentages.


 


(c)         Revolving
Loans and Swing Loans. Each Revolving Loan and each Swing Loan, both for principal and interest not sooner paid, shall mature and
become due and payable by the Borrower on the Revolving Credit Termination Date.


 






    57 


     


    

 


Section 2.8          Prepayments.


 


(a)          Voluntary.
The Borrower may prepay without premium or penalty (subject to Section 9.1 below) and in whole or in part any Borrowing of
(i) Eurodollar Loans at any time upon three (3) Business Days prior notice by the Borrower to the Administrative Agent or (ii) in
the case of a Borrowing of Base Rate Loans or Swing Loans bearing interest at the Swing Line Lender’s Quoted Rate, notice delivered
by the Borrower to the Administrative Agent no later than 2:00 p.m. on the date of prepayment (or, in any case, such shorter time
period then agreed to by the Administrative Agent), such prepayment to be made by the payment of the principal amount to be prepaid and,
in the case of any Eurodollar Loans, accrued interest thereon to the date fixed for prepayment plus any amounts due the Lenders under
Section 9.1; provided, however, the Borrower may not partially repay a Borrowing (i) if such Borrowing is of
Base Rate Loans (other than a Swing Loan), in a principal amount less than $250,000, (ii) if such Borrowing is of Eurodollar Loans,
in a principal amount less than $500,000 and (iii) in each case, unless it is in an amount such that the minimum amount required
for a Borrowing pursuant to Section 2.6 remains outstanding. The Administrative Agent shall promptly advise each Lender of
any notice of prepayment by the Borrower. Each prepayment of the Term Loans made by or on behalf of the Borrower pursuant to this Section 2.8(a) shall
be applied as directed by the Borrower (and absent such direction, in direct order of maturity). The amount of any voluntary prepayment
of any Incremental Term Loans shall be applied as directed by the Borrower (and absent such direction, in direct order of maturity).
Any notice given by the Borrower in accordance with this Section 2.8(a) may state that such prepayment is conditioned
upon the consummation of a refinancing, replacement or repayment, in whole or in part, of the Loans and that absent such consummation
the proposed prepayment will be rescinded.


 


(b)            Mandatory.


 


(i)            If
the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of
Loss with respect to any Property which results in Net Cash Proceeds in excess of $5,000,000 individually or on a cumulative basis in
any fiscal year of Holdings, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or
Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof)
and (y) no later than five (5) Business Days following receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of
such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100.0% of the amount
of all such Net Cash Proceeds in excess of $5,000,000 for the applicable fiscal year; provided that in the case of each Disposition
and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest
or reinvest, as applicable, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss or,
in each case, if so committed to be invested or reinvested within such 365 day period, invested or reinvested within 180 days after such
initial 365 day period, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower and its Subsidiaries (other
than current assets), then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment
under this Section 2.8(b)(i) in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested
or reinvested or contractually committed to be invested or reinvested (and actually reinvested within such extension period) as described
in the Borrower’s notice within such 365-day period (or such extension period). Promptly after the end of such 365-day period (or
such extension period), the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested
such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested
or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $5,000,000 for
the applicable fiscal year not so invested or reinvested. The amount of each such prepayment shall be applied first to the outstanding
Term Loans until paid in full (such prepayments being applied ratably to the remaining installments of principal (other than the final
payment paid on the Term Loans on the Term Loan Maturity Date)), then to the Revolving Loans until paid in full (without a corresponding
permanent reduction of the Revolving Credit Commitments), then to Swing Loans and then to Cash Collateralize Letters of Credit.


 






    58 


     


    

 


(ii)          If
after the Closing Date the Borrower or any Subsidiary shall incur or assume any Indebtedness other than that permitted by Section 7.1,
the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be
received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary
of Net Cash Proceeds of such incurrence or assumption the Borrower shall prepay the Obligations in an amount equal to such Net Cash Proceeds.
The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full (such prepayments being applied
ratably to the remaining installments of principal (other than the final payment paid on the Term Loans on the Term Loan Maturity Date)),
then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit Commitments), then
to Swing Loans and then to Cash Collateralize Letters of Credit The Borrower acknowledges that its performance hereunder shall not limit
the rights and remedies of the Lenders for any breach of Section 7.1 or any other terms of this Agreement.


 


(iii)          Within
fifteen (15) days after annual financial statements are required to have been delivered pursuant to Section 6.1(b), beginning
with the fiscal year ending December 31, 2022, the Borrower shall prepay the Obligations by an amount equal to (1) 50.0% of
Excess Cash Flow for the most recently completed fiscal year of Holdings minus the sum of:


 


(A)            all
voluntary prepayments of Term Loans and any Incremental Term Loans; and


 


(B)            all
voluntary prepayments of Revolving Loans to the extent the applicable Revolving Credit Commitments are permanently reduced by the amount
of such payments;


 


in each case of clauses (ii)(A) and
(iii)(B) above, during such calendar year (and not applied to the Excess Cash Flow prepayment under this clause (iii) for the
prior year) or after the end of such calendar year and prior to the prepayment date in this clause (iii), and to the extent such prepayments
are funded with Internally Generated Funds; provided that (A) if the Consolidated Total Net Leverage Ratio as of the end of
such fiscal year is less than 3.00:1.00 but equal to or greater than 2.50:1.00, then such percentage shall be reduced to 25.0% and (B) if
the Consolidated Total Net Leverage Ratio as of the end of such fiscal year is less than 2.50:1.00, then such percentage shall be reduced
to 0.0%. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full (such prepayments
being applied ratably to the remaining installments of principal (other than the final payment paid on the Term Loans on the Term Loan
Maturity Date)), and then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit
Commitments), then to Swing Loans and then to Cash Collateralize Letters of Credit.


 


(iv)        The
Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans
and, if necessary, Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize the L/C Obligations
by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations
then outstanding to the amount to which the Revolving Credit Commitments have been so reduced.


 






    59 


     


    

 


(v)         Unless
the Borrower otherwise directs, prepayments of Loans under this Section 2.8(b) shall be applied first ratably to Borrowings
of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their
Interest Periods expire. Each prepayment of Loans under this Section 2.8(b) shall be made by the payment of the principal
amount to be prepaid and, in the case of any Term Loans or Eurodollar Loans, accrued interest thereon to the date of prepayment together
with any amounts due the Lenders under Section 9.1. Each Cash Collateralization of L/C Obligations shall be made in
accordance with Section 4.5.


 


(c)         Lender
Notification. The Administrative Agent will promptly advise each Lender of any notice of prepayment it receives from the Borrower.


 


Section 2.9          Place
and Application of Payments.


 


(a)          General
Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable
by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later
than 2:00 p.m. on the due date thereof at the office of the Administrative Agent in Cincinnati, Ohio (or such other location
as the Administrative Agent may designate to the Borrower in writing) for the benefit of the Lender or Lenders entitled thereto. Any payments
received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All payments of principal
and interest on the Loans shall be made in Dollars. All payments of other Obligations shall be made in Dollars. All such payments shall
be made in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent
will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement
Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment
of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement.


 


(b)         Payments
by Borrower; Presumptions by 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 L/C Issuer 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 L/C Issuer, 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 L/C Issuer, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or L/C Issuer, 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 a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment
by such Lender is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation and (ii) from the date 2 Business Days after the date such payment is
due from such Lender to the date such payment is made by such Lender, the Base Rate then in effect for each such day.


 






    60 


     


    

 


 


(c)         Application
of Collateral Proceeds after Default. Anything contained herein to the contrary notwithstanding, (x) following the exercise of
remedies under Sections 8.2 and 8.3 or (y) after written instruction by the Required Lenders after the occurrence
and during the continuation of an Event of Default, all payments and collections received in respect of the Obligations and all proceeds
of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders shall be remitted to the Administrative
Agent and distributed as follows:


 


(i)            first,
to the payment of any outstanding costs and expenses incurred by the Administrative Agent, and any security trustee therefor, in monitoring,
verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan
Documents, which the Borrower has agreed to pay the Administrative Agent under Section 11.12 (such funds to be retained by
the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which
event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent), and
any indemnities payable to the Administrative Agent in such capacity pursuant to Section 11.12;


 


(ii)           second,
to the payment of principal and interest on the Swing Loans until paid in full;


 


(iii)          third,
to the payment of any outstanding costs and expenses incurred by the Lenders, which the Borrower has agreed to pay the Lenders under
Section 11.12, and any indemnities payable to the Lenders pursuant to Section 11.12;


 


(iv)          fourth,
to the payment of any outstanding interest (other than Swing Loans) and fees due under the Loan Documents to be allocated pro rata
in accordance with the aggregate unpaid amounts owing to each holder thereof;


 


(v)           fifth,
to the payment of principal on the Loans (other than Swing Loans), unpaid Reimbursement Obligations, together with Cash Collateral
for any outstanding L/C Obligations pursuant to Section 2.3(b), 8.2 or 8.3 (until the Administrative Agent
is holding Cash Collateral equal to 102.0% of the then outstanding amount of all such L/C Obligations), Hedging Liabilities, Bank
Product Liabilities and, subject to the Other Obligations Cap, Designated Letter of Credit Liabilities, the aggregate amount paid to,
or held as collateral security for, the Lenders and, in the case of Hedging Liabilities, Bank Product Liabilities and (subject to the
Other Obligations Cap) Designated Letter of Credit Liabilities, their Affiliates to be allocated pro rata in accordance with the aggregate
unpaid amounts owing to each holder thereof;


 


(vi)          sixth,
to the payment of all other Secured Obligations to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each
holder thereof; and


 


(vii)         seventh,
to the Borrower or whoever else may be lawfully entitled thereto.


 


Notwithstanding anything contained
herein to the contrary, no proceeds of any Collateral or payment made under or in respect of any Guaranty Agreement received from any
person who is not an “eligible contract participant” as defined in the Commodities Exchange Act and regulations thereunder
shall be applied to the payment of any Hedging Liabilities, but appropriate adjustments shall be made with respect to payments from the
Loan Parties to preserve the allocation to Hedging Liabilities otherwise set forth in this Section 2.9.


 






    61 


     


    

 


Section 2.10     Voluntary
Commitment Terminations. The Borrower shall have the right at any time and from time to time, upon three (3) Business Days
prior written notice to the Administrative Agent (or such shorter period of time agreed to by the Administrative Agent), to terminate
the Revolving Credit Commitments in whole or in part, any partial termination to be (a) in an amount not less than $500,000 or any
greater amount that is an integral multiple of $50,000 and (b) allocated ratably among the Lenders in proportion to their respective
Revolver Percentages, as applicable; provided that the Revolving Credit Commitments may not be reduced to an amount less than the
sum of the aggregate principal amount of Revolving Loans, Swing Loans and of L/C Obligations then outstanding. Any termination of
the Revolving Credit Commitments below the L/C Sublimit then in effect shall reduce the L/C Sublimit by a like amount. Any termination
of the Revolving Credit Commitments below the Swing Line Sublimit then in effect shall reduce the Swing Line Sublimit by a ratable amount.
The Administrative Agent shall give prompt notice to each Lender of any such termination of the Revolving Credit Commitments. Any termination
of the Revolving Credit Commitments pursuant to this Section 2.10 may not be reinstated; provided that any notice given
by the Borrower in accordance with this Section 2.10 may state that such termination is conditioned upon the consummation
of a refinancing, replacement or repayment, in whole or in part, of the Loans and that absent such consummation the proposed termination
will be rescinded.


 


Section 2.11     Evidence
of Indebtedness.


 


(a)          Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder.


 


(b)         The
Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, the type thereof
and, with respect to Eurodollar Loans, the Interest Period with respect thereto, (ii) the amount of any principal or interest due
and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder from the Borrower and each Lender’s share thereof.


 


(c)         The
entries maintained in the accounts maintained pursuant to Sections 2.11(a) and (b) above shall be prima
facie evidence of the existence and amounts of the Obligations therein recorded absent manifest error; provided, however, that
the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the
obligation of the Borrower to repay the Obligations in accordance with their terms. In the event of any conflict between the records maintained
by the Administrative Agent and the records maintained by any Lender, the records maintained by the Administrative Agent shall control.


 


(d)         Any
Lender may request that its Loans be evidenced by a promissory note or notes in the forms of Exhibit D-1 (in the case of its
Term Loan and referred to herein as a “Term Note”), Exhibit D-2 (in the case of the Revolving Loans and
referred to herein as a “Revolving Note”) and Exhibit D-3 (in the case of the Swing Loans and referred
to herein as a “Swing Note”), as applicable, and in the case of any Incremental Term Loans, in a form reasonably acceptable
to the Administrative Agent. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to such Lender
in the amount of the Term Loan, Incremental Term Loan, Revolving Credit Commitment or Swing Line Sublimit, as applicable.


 






    62 


     


    

 


Section 2.12     Fees.


 


(a)         Revolving
Credit Commitment Fee. The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders according to their
Revolver Percentages a commitment fee (the “Commitment Fee”) at the rate per annum equal to the Applicable Margin
(computed on the basis of a year of 360 days and the actual number of days elapsed) on the average daily Unused Revolving Credit
Commitments. The Commitment Fee shall be payable quarterly in arrears on the last Business Day of each March, June, September, and December in
each year (commencing on the first such date occurring after the Closing Date) and on the Revolving Credit Termination Date, unless the
Revolving Credit Commitments are terminated in whole on an earlier date, in which event the Commitment Fee for the period to the date
of such termination in whole shall be paid on the date of such termination; provided, however, that the Commitment Fee
accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender shall be subject to Section 9.6(a)(iii)(A).


 


(b)          Letter
of Credit Fees. On the date of issuance or extension, or increase in the amount, of any Letter of Credit pursuant to Section 2.3,
the Borrower shall pay to the L/C Issuer for its own account a fronting fee equal to 0.125% of the face amount of (or of the increase
in the face amount of) such Letter of Credit, payable quarterly in arrears on the last Business Day of each March, June, September, and
December, commencing on the first such date occurring after the Closing Date, the Borrower shall pay to the Administrative Agent, for
the ratable benefit of the Lenders according to their Revolver Percentages, a letter of credit fee (the “L/C Participation Fee”)
at a rate per annum equal to the Applicable Margin (computed on the basis of a year of 360 days and the actual number of days elapsed)
in effect during each day of such quarter applied to the daily average face amount of Letters of Credit outstanding during such quarter.
In addition, the Borrower shall pay to the L/C Issuer for its own account the L/C Issuer’s standard issuance, drawing, negotiation,
amendment, transfer and other administrative fees for each Letter of Credit. Such standard fees referred to in the preceding sentence
may be established by the L/C Issuer from time to time.


 


(c)           Other
Fees. The Borrower shall pay to the Administrative Agent and the Left Lead Arranger, for their respective use and benefit, the fees
agreed to among the Left Lead Arranger, the Administrative Agent and the Borrower in that certain fee letter dated as of December 31,
2020 (the “Fee Letter”), or as otherwise agreed to in writing among the Borrower, the Administrative Agent and the
Left Lead Arranger.


 


Section 2.13     [Reserved].


 


Section 2.14     Designated
Affiliates. Each of the Administrative Agent, the L/C Issuer and each Lender at its option may make any Loan or issue any Letter
of Credit or otherwise perform its obligations hereunder through any domestic or foreign branch, office or affiliate.


 


Section 2.15     Swing
Loans.


 


(a)            Generally.
Subject to the terms and conditions hereof, as part of the Revolving Credit, the Swing Line Lender shall make loans in Dollars to the
Borrower under the Swing Line (individually a “Swing Loan” and collectively the “Swing Loans”) which
shall not in the aggregate at any time outstanding exceed the Swing Line Sublimit; provided, however, (i) the sum of each
Lender’s Revolving Loans and participation interests in the aggregate amount of Swing Loans and L/C Obligations at any time outstanding
shall not exceed such Lender’s Revolving Credit Commitment in effect at such time, and (ii) the sum of the aggregate principal
amount of Revolving Loans, Swing Loans and L/C Obligations at any time outstanding shall not exceed the sum of all Revolving Credit
Commitments in effect at such time. The Swing Loans may be availed of by the Borrower from time to time and borrowings thereunder may
be repaid and used again before the Revolving Credit Termination Date. Each Swing Loan shall be in a minimum amount of $250,000 or such
greater amount which is an integral multiple of $100,000. Notwithstanding anything herein to the contrary, the Swing Line Lender shall
be under no obligation to make any Swing Loan if any Lender is at such time a Defaulting Lender hereunder unless the Borrower or such
Defaulting Lender has provided Cash Collateral in compliance with Section 4.5 sufficient to eliminate the Swing Line Lender’s
risk (after giving effect to the reallocation described in Section 9.6(a)(iv)) with respect to such Defaulting Lender.


 






    63 


     


    

 


(b)            Interest
on Swing Loans. Each Swing Loan shall bear interest until maturity (whether by acceleration or otherwise) at a rate per annum equal
to, at the option of the Borrower, (i) the sum of the Base Rate plus the Applicable Margin for Base Rate Loans under the Revolving
Credit as from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number
of days elapsed) or (ii) the Swing Line Lender’s Quoted Rate (computed on the basis of a year of 360 days for the actual
number of days elapsed). Interest on each Swing Loan shall be due and payable on each Interest Payment Date.


 


(c)            Requests
for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral), no later than 2:00 p.m. on
the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan. The Administrative Agent
shall promptly advise the Swing Line Lender of any such notice received from the Borrower. Within 30 minutes after receiving such
notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing
to make such Swing Loan available to the Borrower (the rate so quoted for a given Interest Period being herein referred to as “Swing
Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the Swing Line Lender’s Quoted Rate is given
for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for
the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn
and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the
Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of such Swing
Loan shall be made available to the Borrower on the date so requested at the offices of the Swing Line Lender. Anything contained in the
foregoing to the contrary notwithstanding (i) the obligation of the Swing Line Lender to make Swing Loans shall be subject to all
of the terms and conditions of this Agreement and (ii) the Swing Line Lender shall not be obligated to make more than one Swing Loan
during any one day.


 


(d)            Refunding
of Swing Loans. In its sole and absolute discretion, the Swing Line Lender may at any time, on behalf of the Borrower (which the Borrower
hereby irrevocably authorizes the Swing Line Lender to act on its behalf for such purpose) and with notice to the Borrower and the Administrative
Agent, request each Lender to make a Revolving Loan in the form of a Base Rate Loan in an amount equal to such Lender’s Revolver
Percentage of the amount of the Swing Loans outstanding on the date such notice is given. Unless an Event of Default described in Section 8.1(j) or
8.1(k) exists with respect to the Borrower, regardless of the existence of any other Event of Default, each Lender shall make
the proceeds of its requested Revolving Loan available to the Administrative Agent, in immediately available funds, at the Administrative
Agent’s principal office in Cincinnati, Ohio, before 12:00 noon on the Business Day following the day such notice is given.
The proceeds of such Borrowing of Revolving Loans shall be immediately applied to repay the outstanding Swing Loans.


 






    64 


     


    

 


(e)            Participations.
If any Lender refuses or otherwise fails to make a Revolving Loan when requested by the Swing Line Lender pursuant to Section 2.15(d) above
(because an Event of Default described in Section 8.1(j) or 8.1(k) exists with respect to the Borrower or
otherwise), such Lender will, by the time and in the manner such Revolving Loan was to have been funded to the Administrative Agent, purchase
from the Swing Line Lender an undivided participating interest in the outstanding Swing Loans in an amount equal to its Revolver Percentage
of the aggregate principal amount of Swing Loans that were to have been repaid with such Revolving Loans; provided that the foregoing
purchases shall be deemed made hereunder without any further action by such Lender, the Swing Line Lender or the Administrative Agent.
Each Lender that so purchases a participation in a Swing Loan shall thereafter be entitled to receive its Revolver Percentage of each
payment of principal received on the Swing Loan and of interest received thereon accruing from the date such Lender funded to the Swing
Line Lender its participation in such Loan. The several obligations of the Lenders under this Section shall be absolute, irrevocable
and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment
which any Lender may have or have had against the Borrower, any other Lender or any other Person whatsoever. Without limiting the generality
of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of the
Revolving Credit Commitment of any Lender, and each payment made by a Lender under this Section shall be made without any offset,
abatement, withholding or reduction whatsoever.


 


Section 2.16     Incremental
Facilities.


 


(a)            Requests.
The Borrower may, by written notice to the Administrative Agent (each, an “Incremental Facility Request”), request
increases in the Revolving Credit Commitments (each, an “Incremental Revolving Loan Commitment” and the loans thereunder,
 “Incremental Revolving Loans”) or request to incur additional term loans under one or more additional tranches of term
loans (“Incremental Term Loans”, and together with Incremental Revolving Loan Commitments, the “Incremental
Facilities”) in Dollars in an aggregate amount of all Incremental Revolving Loan Commitments and Incremental Term Loans incurred
pursuant to this Section 2.16 not to exceed the Incremental Cap; provided that no Lender shall be required to provide
an Incremental Revolving Loan Commitment or Incremental Term Loan without the consent of such Lender.


 


(b)            Conditions.
No Incremental Facility shall become effective under this Section 2.16(a) unless (the date on which the following conditions
are satisfied with respect to such Incremental Facility, the “Incremental Effective Date”):


 


(i)            after
giving effect to such Incremental Facility, the Loans to be made thereunder (and assuming, in the case of each Incremental Facility, that
the entire amount of such Incremental Facility is funded), and the application of the proceeds therefrom:


 


(A)            no
Default or Event of Default shall exist or would result therefrom; provided that, solely with respect to an Incremental Term Loan,
if the proceeds of such Incremental Term Loan are used to finance a Limited Condition Acquisition, the Persons providing such Incremental
Term Loan may agree to a “funds certain provision” that does not impose as a condition to funding thereof that no Default
or Event of Default exists at the time such Limited Condition Acquisition is consummated, in which event, the condition shall be that
(1) no Default or Event of Default shall exist on the date on which the Limited Condition Acquisition Agreement is executed and delivered
by the parties thereto and (2) no Specified Event of Default shall exist at the time such Limited Condition Acquisition is consummated;


 






    65 


     


    

 


(B)            the
Borrower is in compliance with the financial covenants in Section 7.7 on a Pro Forma Basis as of the last day of the most
recently ended LTM Period (assuming that any Incremental Revolving Loan Commitment has been fully drawn); provided that, solely
with respect to an Incremental Term Loan, if the proceeds of such Incremental Term Loan are used to finance a Limited Condition Acquisition
for which a LCA Election has been made, the Consolidated Total Net Leverage Ratio shall be calculated as of the date on which the Limited
Condition Acquisition Agreement therefor is executed and delivered by the parties thereto (assuming the full amount of such Incremental
Facility is fully drawn and without “netting” the cash proceeds of such Incremental Facility or any other simultaneous incurrence
of debt on the consolidated balance sheet of Holdings);


 


(C)            each
of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct (or, in the
case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of said time, except
to the extent the same expressly relates to an earlier date (and in such case shall be true and correct (or, in the case of any representation
or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date); provided that
with respect to an Incremental Term Loan the proceeds of which are used to finance a Limited Condition Acquisition for which a LCA Election
has been made, the Persons providing such Incremental Term Loan may agree to customary “funds certain provisions” similar
to the Specified Representations herein that include that the representations and warranties by any Loan Party contained herein or in
any of the Loan Documents shall instead be required to be accurate in all material respects on the date on which the Limited Condition
Acquisition Agreement is executed and delivered by the parties thereto, other than the “SunGard” representations and warranties,
which must be accurate also upon the consummation of such Limited Condition Acquisition; and


 


(D)            the
Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to the foregoing;


 


(ii)         such
Incremental Facility shall be in a minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser
amounts as agreed by the Administrative Agent);


 


(iii)        the
Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Facilities from
either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees; and


 


(iv)        the
Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions
of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such
Incremental Facility and the validity of such Incremental Facility, and any other matters relevant thereto (including in respect of applicable
 “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, the FCPA and the Beneficial
Ownership Regulations), all in form and substance reasonably satisfactory to the Administrative Agent.


 






    66 


     


    

 


(c)            Terms.


 


(i)            Subject
to clause (B) below, any Incremental Revolving Loan Commitments shall be on the same terms (as amended from time to time) as, and
pursuant to documentation applicable to, shall rank pari passu in right of payment priority with respect to, and share ratably
in rights in the Collateral and the Guaranty Agreement with respect to, the initial Revolving Loans.


 


(ii)            In
the case of any Incremental Term Loans:


 


(A)          such
Incremental Term Loans shall (A) rank pari passu in right of payment priority with the existing Term Loans (including, without
limitation with respect to mandatory prepayments), (B) share ratably in rights in the Collateral and the Guaranty Agreement, (C) have
a maturity date that is no earlier than the final maturity date for the Term Loans, and (D) have a weighted average life to maturity
that is no shorter than the remaining weighted average life to maturity of the Term Loans;


 


(B)           if
the Effective Yield applicable to any Incremental Facility exceeds by more than 0.50% per annum the corresponding Effective Yield applicable
to the initial Term Loans (the “Existing Facility” and the amount of such excess above 0.50% being referred to herein
as the “Yield Differential”), then the Applicable Margin with respect to the Existing Facility shall automatically
be increased by the applicable Yield Differential, effective upon the applicable Incremental Effective Date (it being agreed that to the
extent the Effective Yield with respect to such Incremental Facility is greater than the Effective Yield of the Existing Facility solely
as a result of a higher LIBOR floor, then the increased interest rate applicable to the Existing Facility shall be effected solely by
increasing the LIBOR floor applicable thereto); and


 


(C)           except
with respect to amortization, pricing and final maturity as set forth in this clause (ii), any Incremental Term Loans shall be on terms
as agreed between the Borrower and the Lenders with respect to such Incremental Term Loan; provided that to the extent such terms
are not consistent with the Existing Facility (except as permitted in clauses (A) and (B) above), the covenants, events of default
and guaranties of any such Incremental Term Loans shall not be materially more restrictive to Holdings and its Subsidiaries than the terms
of the Existing Facility (as reasonably determined by the Borrower in good faith), unless (1) the Lenders under the Existing Facility
also receive the benefit of such more restrictive terms (it being understood to the extent that any covenant is added for the benefit
of any Incremental Facility, no consent shall be require from the Administrative Agent or any Lender to the extent that such covenant
is also added for the benefit of the Existing Facility), (2) any such provisions apply only after the Term Loan Maturity Date, or
(3) such terms shall be reasonably satisfactory to the Administrative Agent and the Borrower.


 






    67 


     


    

 


(d)            Required
Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall
be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced
thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, without the consent
of any Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the
other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect
the provisions of this Section 2.16. For the avoidance of doubt, this Section 2.16(d) shall supersede any
provisions in Section 11.10. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure
and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under
the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, compliance
with Section 4.4. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower,
take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of each Incremental Facility, (i) Revolving
Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata
basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of
all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment
shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested
by the Lenders under the Incremental Facility established in connection therewith.


 


SECTION 3          Conditions
Precedent.


 


The obligation of each Lender
to advance any Loan or of the L/C Issuer to issue, extend the expiration date (including by not giving notice of non-renewal) of or increase
the amount of any Letter of Credit under this Agreement, shall be subject to satisfaction (or waiver) of the following conditions precedent:


 


Section 3.1     Credit
Events after the Closing Date. At the time of each Credit Event (other than the Credit Events occurring on the Closing Date) hereunder:


 


(a)          each
of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct (or, in the
case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of said time, except
to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (or, in the case of any representation
or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date);


 


(b)          no
Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event; and


 


(c)          in
the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.5, in the case of the
issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application for such Letter of Credit together
with any fees required to be paid at such time under Section 2.12, and, in the case of an extension or increase in the amount
of a Letter of Credit, the L/C Issuer shall have received a written request therefor in a form reasonably acceptable to the L/C Issuer
together with fees required to be paid at such time under Section 2.12.


 


Each request for a Borrowing
hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit
shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event as to the facts specified in Sections 3.1(a) through
3.1(c), both inclusive; provided, however, that the Lenders may continue to make advances under the Revolving Credit, in
the sole discretion of the Lenders with Revolving Credit Commitments, notwithstanding the failure of the Borrower to satisfy one or more
of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other
condition set forth above that may then exist. For the avoidance of doubt, no Lender shall be required to make any Loans in the event
that any of the conditions set forth in this Section 3.1 are not satisfied. Notwithstanding the foregoing, in the case of
a Borrowing of an Incremental Term Loan the proceeds of which are to be used to finance a substantially concurrent Limited Condition Acquisition
for which a LCA Election has been made, in accordance with Section 2.16, (x) clause (a) above shall
be subject to the proviso set forth in clause (C) of Section 2.16(b)(i) and (y) clause (b) above
shall be subject to the proviso set forth in clause (A) of Section 2.16(b)(i).


 






    68 


     


    

 


Section 3.2     Initial
Credit Event. Before or concurrently with the initial Credit Event:


 


(a)          the
Administrative Agent shall have received this Agreement duly executed by MergerSub, Alaska Communications Systems Group, Holdings, the
other Guarantors and the Lenders;


 


(b)          the
Administrative Agent shall have received for each Lender requesting Notes, such Lender’s duly executed Notes of the Borrower, dated
the date hereof and otherwise in compliance with the provisions of Section 2.11(d);


 


(c)         the
Administrative Agent shall have received (i) the Security Agreement duly executed by the Loan Parties, together with (A) original
stock certificates or other similar instruments representing all of the issued and outstanding Equity Interests in Alaska Communications
Systems Group and each Subsidiary as of the Closing Date, (B) stock powers or similar transfer powers executed in blank and undated
for the Collateral consisting of the Equity Interests in Alaska Communications Systems Group and each Subsidiary, (C) UCC financing
statements to be filed against the Loan Parties, as debtors, in favor of the Administrative Agent, as secured party, and (D) patent,
trademark, and copyright collateral agreements, if applicable; and (ii) financing statement and, as appropriate, tax and judgment
lien search results against the Loan Parties and their Property evidencing the absence of Liens thereon, except for Permitted Liens;


 


(d)         The
Closing Date Refinancing shall have been consummated prior to or substantially concurrently with the funding of the initial Credit Event;


 


(e)         the
Administrative Agent shall have received a customary opinion of Morrison & Foerster LLP, counsel to the Loan Parties, and Kemppel,
Huffman & Ellis, P.C., local counsel to the Loan Parties in the State of Alaska, in each case, in form and substance reasonably
satisfactory to the Administrative Agent;


 


(f)          the
Administrative Agent shall have received copies of each Loan Party’s Organization Documents, certified in each instance by its President,
Secretary, Assistant Secretary, Chief Financial Officer or other officer reasonably acceptable to the Administrative Agent and, with respect
to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority;


 


(g)         the
Administrative Agent shall have received copies of resolutions of each Loan Party’s Board of Directors (or similar governing body)
authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation
of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents
on such Loan Party’s behalf, all certified in each instance by its President, Secretary, Assistant Secretary, Chief Financial Officer
or other officer reasonably acceptable to the Administrative Agent;


 






    69 


     


    

 


(h)          the
Administrative Agent shall have received copies of the certificates of good standing, or nearest equivalent in the relevant jurisdiction,
for each Loan Party (dated no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of state or other
appropriate governmental department or agency of the jurisdiction of its formation, incorporation or organization, as applicable;


 


(i)            (i) all
fees of the Left Lead Arranger, the Administrative Agent and the Lenders required to be paid on the Closing Date pursuant to the Fee Letter,
and (ii) all expenses of the Left Lead Arranger and the Administrative Agent (including the fees and expenses of counsel (including
any special or local counsel) for the Left Lead Arranger and the Administrative Agent) required to be paid on the Closing Date pursuant
to the Commitment Letter that have been invoiced not later than three (3) Business Days prior to the Closing Date, in the case of
each of clauses (i) and (ii) above, shall have been or substantially concurrently with the initial funding of the Credit Facilities
shall be paid (which amounts in clause (i) may be offset against the proceeds of the Credit Facilities);


 


(j)            the
Administrative Agent shall have received a Solvency Certificate, dated the Closing Date, signed by a chief financial officer or an authorized
senior financial officer of the Borrower, substantially in the form of Exhibit H;


 


(k)          the
Closing Date Merger shall have been consummated (or shall be consummated concurrently with the Closing Date and initial Credit Event hereunder)
in accordance with the terms of the Closing Date Merger Agreement in all material respects, without giving effect to any modifications,
amendments, consents or waivers thereto that are materially adverse to the interests of the Lenders (as reasonably determined by the Administrative
Agent), in their capacity as such, without the prior written consent of the Administrative Agent (such consent not to be unreasonably
withheld, conditioned or delayed, except that, the Administrative Agent shall be deemed to have consented to such modification, amendment,
consent or waiver unless it shall have objected in writing (including via email) thereto within two (2) Business Days of receipt
of the Administrative Agent of written notice thereof);


 


(l)            the
Minimum Closing Date Equity Contribution shall have been made prior to or substantially concurrently with the funding of the initial Credit
Event;


 


(m)         (i) each
of the Closing Date Merger Agreement Representations shall be true and correct and (ii) each of the Specified Representations shall
be true and correct in all material respects as of the Closing Date (except in the case of any Specified Representation which expressly
relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective
date or for the respective period, as the case may be); provided, that if any such representation or warranty described in this
clause (ii) is by its terms qualified by “materiality” or “material adverse effect” or like term, such representation
or warranty shall be true and correct in all respects;


 


(n)         since
the date of the Closing Date Merger Agreement, there shall not have occurred and be continuing to exist any Company Material Adverse Effect;


 


(o)            the
Administrative Agent shall have received copies of insurance certificates and endorsements of insurance meeting the requirements set forth
in the Loan Documents; and


 






    70 


     


    

 


(p)            (i) each
of the Lenders and the Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, (A) all
documentation and other information that the Administrative Agent or any Lender reasonably determines is required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation,
the PATRIOT Act, and that the Administrative Agent or any Lender has requested at least ten (10) Business Days prior to the Closing
Date, and (B) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the
extent requested by the Administrative Agent or any Lender, a certification regarding beneficial ownership required by the Beneficial
Ownership Regulation (the “Beneficial Ownership Certification”).


 


Notwithstanding anything herein to the contrary
or any Collateral Document, it is understood that to the extent (i) any insurance certificate, endorsement or other deliverable under
Section 3.2(o) cannot be provided or (ii) any security interest in any Collateral is not or cannot be created and/or
perfected on the Closing Date (other than (A) the creation of a security interest in all personal property Collateral and (B) the
perfection of a security interest in any Collateral the security interest in which may be perfected by (x) the filing of a financing
statement under the Uniform Commercial Code, or (y) the delivery of certificates evidencing equity interests; provided, that
stock certificates for the entities comprising the Alaska Communications Systems Group and its subsidiaries will only be required to be
delivered on the Closing Date to the extent received from Alaska Communications Systems Group prior to the consummation of the Closing
Date Merger) after Holdings’ use of commercially reasonable efforts to do so, then the provision of any such insurance certificate,
endorsement or deliverable or the creation and/or perfection of any such security interest in such Collateral, as applicable, shall not
constitute a condition precedent to the availability or the initial Credit Event on the Closing Date, but instead shall be required to
be provided, created, perfected and/or delivered, as applicable, no later than the date ninety (90) days after the Closing Date (or any
such longer period as the Administrative Agent may determine in its reasonable discretion) pursuant to arrangements and timing to be mutually
agreed by the Administrative Agent and the Borrower acting reasonably).


 


Without limiting the generality of the provisions
of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 3.2, each
Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


 


SECTION 4          The
Collateral and Guaranties.


 


Section 4.1          Collateral.
The Secured Obligations shall be secured by (a) valid, perfected, and enforceable Liens of the Administrative Agent on all right,
title, and interest of each Loan Party in all Equity Interests held by such Person in each of its Subsidiaries (other than any such Equity
Interests constituting Excluded Property), whether now owned or hereafter formed or acquired, and all proceeds thereof, and (b) valid,
perfected, and enforceable Liens of the Administrative Agent on all right, title, and interest of each Loan Party in all personal property,
whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that the Collateral shall not
include Excluded Property.


 






    71 


     


    

 


Section 4.2          Liens
on Real Property. In the event that any Loan Party owns or hereafter acquires any real property (other than Excluded Property),
no later than ninety (90) days after (x) the Closing Date (in the case of any such real property owned as of the Closing Date) or
(y) the date of the acquisition thereof (in the case of after acquired real property) or, in either case, if later, the date the
conditions in the immediately succeeding sentence have been satisfied (or, in any case, any such later date as the Administrative Agent
may determine in its reasonable discretion), such Loan Party shall execute and deliver to the Administrative Agent (or a security trustee
therefor) a mortgage or deed of trust in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting
to the Administrative Agent a Lien on such real property to secure the Secured Obligations, shall pay all Taxes, costs, and expenses incurred
by the Administrative Agent in recording such mortgage, debenture or deed of trust, and shall supply to the Administrative Agent, at the
Administrative Agent’s reasonable request and at Borrower’s cost and expense a survey, a certification with regard to flood
zone location (and, if necessary, evidence of Flood Insurance), environmental report, hazard insurance policy, and a mortgagee’s
policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage
or deed of trust and its status as a first Lien (subject to Permitted Liens) on the real property encumbered thereby and such other instrument,
documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding the foregoing,
the Administrative Agent shall not enter into any Mortgage in respect of any real property until (a) the date that occurs 10 days
after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect
of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located
in a Special Flood Hazard Area, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification
to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of the receipt by the
Borrower (or applicable Loan Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable
Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance,
and (b) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and
flood insurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayed).


 


Section 4.3          Guaranties.
The payment and performance of the Secured Obligations shall at all times be jointly and severally guaranteed by each Guarantor pursuant
to one or more Guaranty Agreements.


 


Section 4.4          Further
Assurances; Additional Subsidiaries.


 


(a)          Each
Loan Party agrees that it shall from time to time at the request of the Administrative Agent or the Required Lenders, execute and deliver
such documents and do such acts and things as the Administrative Agent or the Required Lenders may reasonably request in order to provide
for or perfect or protect such Liens on the Collateral as required by this Section 4. In the event any Loan Party forms or
acquires any Subsidiary (other than an Excluded Subsidiary) after the Closing Date, the Loan Parties shall within forty five (45) days
(or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) of such formation or acquisition cause
such newly formed or acquired Subsidiary to execute an Additional Guarantor Supplement (or other Guaranty Agreement reasonably satisfactory
to the Administrative Agent) and such Collateral Documents as the Administrative Agent may reasonably request to comply with this Section 4,
and the Loan Parties shall also deliver to the Administrative Agent, or cause such Subsidiary to deliver to the Administrative Agent,
at the Borrower’s cost and expense, such other instruments, documents, certificates, and opinions reasonably required by the Administrative
Agent in connection therewith; provided that upon any Subsidiary that is an Excluded Subsidiary no longer constituting an Excluded Subsidiary,
such Subsidiary shall be comply with this Section 4.4(a) as if such Subsidiary had been formed or acquired on the date such
Subsidiary no longer constitutes an Excluded Subsidiary.


 


(b)          In
the case of (i) each headquarter location of the Loan Parties and each other location where the Loan Parties maintain any books or
records (electronic or otherwise) and (ii) any personal property Collateral located at any other premises leased by a Loan Party
containing personal property Collateral with a value in excess of $2,000,000, the Loan Parties will provide the Administrative Agent with
such estoppel letters, consents and waivers from the landlords on such real property to the extent (A) requested by the Administrative
Agent and (B) the Loan Parties are able to secure such letters, consents and waivers after using commercially reasonable efforts
(such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent).


 






    72 


     


    

 


Section 4.5          Cash
Collateral. Promptly upon the request of the Administrative Agent, the Swing Line Lender or the L/C Issuer (x) at any time
that there shall exist a Defaulting Lender (solely to the extent the reallocation described in Section 9.6(a)(iv) cannot,
or can only partially, be effected, or (y) otherwise as required hereby, including as required by Sections 2.3(b) and
9.6(a)(v), the Borrower shall deliver Cash Collateral to the Administrative Agent in an amount sufficient to cover all Fronting
Exposure (after giving effect to Section 9.6(a)(iv) and any Cash Collateral provided by the Defaulting Lender, if applicable)
with respect to such Defaulting Lender or to cover such other amount required hereby.


 


(a)            Grant
of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be held by the
Administrative Agent in one or more separate collateral accounts (each such account, and the credit balances, properties, and any investments
from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any
of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the “Collateral Account”).
The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent for
the benefit of the Administrative Agent, the Lenders (including the Swing Line Lender), and the L/C Issuer. If and when requested by the
Borrower, the Administrative Agent shall invest funds held in the Collateral Account from time to time in direct obligations of, or obligations
the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one
year or less; provided that the Administrative Agent is irrevocably authorized to sell investments held in the Collateral Account
when and as required to make payments out of the Collateral Account for application to amounts due and owing from the Borrower to the
L/C Issuer, the Administrative Agent or the Lenders (including the Swing Line Lender).


 


The Borrower, and to the extent provided
by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the
benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first
priority security interest (subject to Permitted Liens) in the Collateral Account, all as security for the obligations to which such Cash
Collateral may 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 as herein provided (other than Permitted Liens), or
that the total amount of such Cash Collateral is less than the Fronting Exposure and other obligations secured thereby, the Borrower or
the relevant Defaulting Lender, 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.


 


(b)            Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 4.5 or Sections
2.3(b) or 9.6(a)(v), or any other Section hereof in respect of Letters of Credit or Swing Loans, shall be applied
to the satisfaction of the specific Reimbursement Obligations, Swing Loans obligations to fund participations therein (including, as to
Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation), and other obligations for which the Cash Collateral
was so provided, prior to any other application of such property as may otherwise be provided for herein.


 






    73 


     


    

 


(c)            Release.
(i) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations giving rise thereto
shall be released promptly following the elimination of the applicable Fronting Exposure and other obligations giving rise thereto (including
by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its permitted assignee)), or (ii), if such
Cash Collateral (or the appropriate portion thereof) is not provided in connection with a Defaulting Lender, Cash Collateral (or the appropriate
portion thereof) shall be released promptly after (A) the Borrower shall have made payment of all such obligations referred to in
this Section 4.5 above, (B) all relevant preference or other disgorgement periods relating to the receipt of such payments
have passed, and (C) no Letters of Credit, Commitments, Loans or other Obligations remain outstanding hereunder, and (iii) Cash
Collateral (or the appropriate portion thereof) shall be released promptly following the Administrative Agent’s good faith determination
that there exists excess Cash Collateral; provided, however, that (x) Cash Collateral furnished by or on behalf of the Borrower
shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 4.5
may be otherwise applied in accordance with Section 2.9), and (y) the Person providing Cash Collateral and the L/C Issuer
or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated
Fronting Exposure or other obligations.


 


SECTION 5          Representations
and Warranties.


 


Each Loan Party represents
and warrants to each Lender, the Administrative Agent, and the L/C Issuer as follows:


 


Section 5.1         Organization
and Qualification. Each Loan Party (a) is duly organized and validly existing under the laws of the jurisdiction of its organization,
(b) is in good standing under the laws of the jurisdiction of its organization, (c) has the power and authority to own its property
and to transact the business in which it is engaged and proposes to engage and (d) is duly qualified and in good standing in each
jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except,
in each case of clauses (a), (b) (other than with respect to the Borrower where failure to maintain such good standing is not curable
or results in the dissolution of the Borrower), (c) and (d), where the same could not be reasonably expected to have, either individually
or in the aggregate, a Material Adverse Effect.


 


Section 5.2          Authority;
Enforceability; Non-Contravention.


 


(a)            The
Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings
herein provided for, to issue the Notes (if any), to grant to the Administrative Agent the Liens described in the Collateral Documents
executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it.


 


(b)            Each
Guarantor has the power and authority to enter into the Loan Documents executed by it, to guarantee the Secured Obligations, to grant
to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations
under the Loan Documents executed by it.


 


(c)            The
Loan Documents delivered by the Loan Parties have been duly authorized by proper corporate and/or other organizational proceedings, executed,
and delivered by such Persons and constitute valid and binding obligations of such Loan Parties enforceable against each of them in accordance
with their terms, except as enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether
the application of such principles is considered in a proceeding in equity or at law).


 






    74 


     


    

 


(d)            The
execution, delivery and performance of this Agreement and the other Loan Documents do not (i) contravene or violate any applicable
provision of the Organization Documents of any Loan Party, (ii) contravene or violate any applicable Law binding upon and Loan Party
in any material respect, (iii) violate or constitute a default under (A) any Material Agreement, or (B) any covenant, indenture
or agreement of or affecting the any Loan Party or any of its Property, in each case in this clause (B) where such violation, contravention
or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (iv) result in the
creation or imposition of any Lien on any Property of any Loan Party other than Permitted Liens or the Liens granted in favor of the Administrative
Agent pursuant to the Collateral Documents, except in the case of this clause (iv) with respect to any creation or imposition to
the extent that such creation or imposition could not reasonably be expected to have, either individually or in the aggregate, a Material
Adverse Effect.


 


Section 5.3          Financial
Reports.


 


(a)            The
audited consolidated balance sheet of Holdings and its Subsidiaries for the most recent fiscal year ended (commencing with the fiscal
year ending December 31, 2021), and the related consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal year, including the notes thereto, (i) were prepared in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial
condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby; and
(iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness.


 


(b)            The
unaudited consolidated balance sheet of Holdings and its Subsidiaries for the most recent fiscal quarter ended (commencing with the fiscal
quarter ending September 30, 2021), and the related consolidated statements of income or operations, shareholders’ equity
and cash flows for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein, (ii) fairly present in all material respects the financial condition of Holdings
and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses
(i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, and (iii) show all material indebtedness
and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date of such financial statements, including liabilities
for taxes, material commitments and Indebtedness.


 


Section 5.4           No
Material Adverse Change. Since December 31, 2020, there has been no development or event that has caused or evidenced, either
individually or in the aggregate, a Material Adverse Effect.


 


Section 5.5          Litigation
and Other Controversies. There is no litigation, arbitration, labor controversy or governmental proceeding pending or, to the
knowledge of any Loan Party, threatened (in writing) against any Loan Party or any of its Subsidiaries, or any of their respective Property,
that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.


 






    75 


     


    

 


Section 5.6          True
and Complete Disclosure.


 


(a)            As
of the Closing Date, no written statement or information in this Agreement, any other Loan Document or any other document, certificate
or written statement furnished by or on behalf of the Loan Parties or any of their Subsidiaries to the Administrative Agent or any Lender
for purposes of or in connection with this Agreement, or any transaction contemplated herein (other than projections, budgets, estimates,
other forward looking information and information of a general economic or industry-specific nature), when taken as a whole (after giving
effect to all supplements and updates thereto from time to time), when furnished, contains any untrue statements of a material fact or
omits a material fact necessary to make the statements herein or therein not materially misleading in light of the circumstances under
which such statement or information was provided. With respect to projected financial information furnished by or on behalf of the Loan
Parties or any of their Subsidiaries, the Loan Parties only represent and warrant that such information is prepared in good faith based
upon assumptions and estimates believed to be reasonable at the time of preparation and at the time of delivery, it being recognized by
the Lenders that such financial information as it relates to future events is not to be viewed as fact, that the projections therein are
subject to significant uncertainties and contingencies many of which are beyond the Loan Parties’ control, and that actual results
during the period or periods set forth covered thereby may differ from the projected results and that such differences may be material
and the Loan Parties make no representation or warranty as to the attainability of such projections or as to whether such projections
will be achieved or will ever materialize; and


 


(b)          As
of the Closing Date, to the knowledge of the Loan Parties, the information included in the Beneficial Ownership Certification is true
and correct in all respects


 


Section 5.7           Use
of Proceeds; Margin Stock.


 


(a)            The
Borrower shall use all proceeds of the Term Loans to pay a portion of the cash purchase price for the Closing Date Merger, to refinance
existing indebtedness (including the Closing Date Refinancing), to pay Closing Date Transaction Costs and for general corporate purposes.


 


(b)            The
Borrower shall (i) use proceeds of the Revolving Credit on the Closing Date, to issue Letters of Credit to replace or backstop existing
letters of credit of the Borrower and its Subsidiaries and to pay certain Closing Date Transaction Costs, and (ii) use proceeds of
the Revolving Credit and any Incremental Facilities for working capital purposes, capital expenditures, and other general corporate purposes,
including, the making of Investments (including Permitted Acquisitions) and Restricted Payments permitted hereunder, of the Borrower and
its Subsidiaries in each case not in contravention of any Law or of any Loan Document.


 


(c)            No
part of the proceeds of any Loan or other extension of credit hereunder will be used to purchase or carry any Margin Stock or to extend
credit to others for the purpose of purchasing or carrying any Margin Stock. Neither the making of any Loan or other extension of credit
hereunder nor the use of the proceeds of Loans will violate the provisions of Regulations T, U or X of the Board of Governors of the Federal
Reserve System and any successor to all or any portion of such regulations. Margin Stock constitutes less than 25.0% of the value of those
assets of the Loan Parties and their Subsidiaries that are subject to any limitation on sale, pledge or other restriction hereunder.


 


Section 5.8          Taxes.
Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party and each of its Subsidiaries has timely
filed or caused to be timely filed all federal, and state income tax returns and reports required to be filed by such Loan Party and/or
any of its Subsidiaries. Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party and each of its
Subsidiaries has paid all Taxes payable by them other than Taxes which are not overdue, except those that are being contested in good
faith and by appropriate legal proceedings and as to which appropriate reserves have been provided for in accordance with GAAP and no
Lien resulting therefrom attaches to any of its Property (other than any Permitted Liens).


 






    76 


     


    

 


Section 5.9          ERISA.
Except as could not reasonably be expected to have a Material Adverse Effect, (a) no ERISA Event has occurred and no Loan Party or
any member of its Controlled Group is aware of any fact, event or circumstance that could reasonably be expected to constitute or result
in an ERISA Event with respect to any Plan; (b) each Plan is in compliance with all applicable Laws; and (c) there are no existing
or pending (or to the knowledge of the Loan Party, threatened) claims (other than routine claims for benefits in the normal course), sanctions,
actions, lawsuits or other proceedings or investigation involving any Plan or Welfare Plan. No Lien has been imposed under Section 430(k) of
the Code or Sections 303 or 4068 of ERISA on any asset of a Loan Party or a Subsidiary of a Loan Party that could reasonably be expected
to have a Material Adverse Effect. As of the Closing Date, the Loan Parties are not and will not be (i) an employee benefit plan
subject to Part 4 of Subtitle B of Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue
Code, (iii) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal
Revenue Code, as determined pursuant to Section 3(42) of ERISA, or (iv) a “governmental plan” within the meaning
of Section 3(32) of ERISA.


 


Section 5.10          Subsidiaries.
Schedule 5.10 identifies as of the Closing Date (a) each Subsidiary and (b) the following information for each Subsidiary:
(i) jurisdiction of its organization; and (ii) the percentage of issued and outstanding interests of each class of its Equity
Interests owned by any Loan Party and/or its Subsidiaries; and, if such percentage is not 100.0% (excluding directors’ qualifying
shares as required by Law), a description of each class of its authorized Equity Interests and the number of interests of each class issued
and outstanding. All of the outstanding Equity Interests of each Subsidiary are validly issued and outstanding and fully paid and non-assessable
(to the extent such concepts are applicable thereto) and, as of the Closing Date, all such Equity Interests indicated on Schedule 5.10
as owned by a Loan Party or another Subsidiary are owned, beneficially and of record, by such Loan Party or Subsidiary free and clear
of all Liens, other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents and Permitted Liens.
As of the Closing Date, there are no outstanding commitments or other obligations of any Subsidiary to issue, and no options, warrants
or other rights of any Person to acquire, any shares of any class of Equity Interests of any Subsidiary.


 


Section 5.11          Compliance
with Laws. The Loan Parties and their Subsidiaries are in compliance with all applicable statutes, regulations and orders of,
and all applicable restrictions imposed by, all Governmental Authorities in respect of the conduct of their businesses and the ownership
of their Property, except as such noncompliance as could not reasonably be expected to have, either individually or in the aggregate,
a Material Adverse Effect.


 


Section 5.12          Environmental
Matters. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each
Loan Party and each of its Subsidiaries: (i) is and has been in compliance with all applicable Environmental Laws; and (ii) has
obtained all permits, licenses and approvals required by Environmental Laws, all such permits, licenses and approvals are in full force
and effect and each Loan Party and each of its Subsidiaries is in compliance with the terms and conditions of all such permits, licenses
and approvals. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there
are no pending or, to the knowledge of the Loan Parties and their Subsidiaries, Environmental Claims threatened against any Loan Party
or any of its Subsidiaries or any real property, including leaseholds, owned or operated by any Loan Party or any of its Subsidiaries.
Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no facts, circumstances,
conditions or occurrences that, to the knowledge of the Loan Parties and their Subsidiaries, could reasonably be expected to (i) form
the basis of an Environmental Claim against any Loan Party or any of its Subsidiaries or any real property, including leaseholds, owned
or operated by any Loan Party or any of its Subsidiaries, or (ii) cause any such real property to be subject to any restrictions
on its ownership, occupancy, use or transferability under Environmental Laws. Hazardous Materials have not been Released on or from any
real property, including leaseholds, owned or operated by any Loan Party or any of its Subsidiaries or at any off-site location for which
any Loan Party or any of its Subsidiaries is liable, that individually or in the aggregate could reasonably be expected to have a Material
Adverse Effect.


 






    77 


     


    

 


Section 5.13          Regulated
Entities. No Loan Party nor any of its Subsidiaries is (a) required to register as an “investment company”
or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940
or (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act or any other federal or state statute, rule or
regulation limiting its ability to incur Indebtedness, pledge its assets or perform its Obligations under the Loan Documents; provided,
that the ability to pledge or grant a security interest in any FCC Authorization or any PUC Authorization of a Loan Party may be prohibited
by and shall be subject to the Communications Laws.


 


Section 5.14          Intellectual
Property. Each Loan Party and each of its Subsidiaries owns or has obtained licenses or other rights of whatever nature to all
the patents, trademarks, service marks, trade names, copyrights, trade secrets, know-how or other intellectual property rights necessary
for the present conduct of its businesses, in each case without any known conflict with the rights of others except for such conflicts
and any failure to own or obtain such licenses and other rights, as the case may be, as could not reasonably be expected to result in
a Material Adverse Effect.


 


Section 5.15          Good
Title. The Borrower and its Subsidiaries have good and indefeasible title, or valid leasehold interests, to their assets as reflected
on Holdings’ most recent consolidated balance sheet provided to the Administrative Agent (except for sales of assets in the ordinary
course of business, and such defects in title or interests that could not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect) and is subject to no Liens, other than Permitted Liens.


 


Section 5.16          Labor
Relations. No Loan Party nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected
to have a Material Adverse Effect. There is (a) no strike, labor dispute, slowdown, or stoppage pending against any Loan Party
or any of its Subsidiaries or, to the knowledge of the Loan Parties and their Subsidiaries, threatened in writing against any Loan Party
or any of its Subsidiaries and (b) to the knowledge of the Loan Parties and their Subsidiaries, no union representation proceeding
is pending with respect to the employees of any Loan Party or any of its Subsidiaries and no union organizing activities are taking place,
except (with respect to any matter specified in clause (a) or (b) above, either individually or in the aggregate) such
as could not reasonably be expected to have a Material Adverse Effect.


 


Section 5.17          Governmental
Authority and Licensing. The Loan Parties and their Subsidiaries have received all licenses, permits, and approvals of each Governmental
Authority, necessary to conduct their businesses in the manner conducted as of the date hereof, in each case where the failure to obtain
or maintain the same could reasonably be expected to have a Material Adverse Effect. No investigation or proceeding that, if adversely
determined, could reasonably be expected to result in revocation or denial of any license, permit or approval is pending or, to the knowledge
of the Loan Parties, threatened in writing, except where such revocation or denial could not reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect.


 






    78 


     


    

 


Section 5.18          Approvals.
No authorization, consent, license or exemption from, or filing or registration with, any Governmental Authority, including, without limitation,
the FCC and each state PUC, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery
or performance by any Loan Party of any Loan Document, except for (a) such approvals, authorizations, consents, licenses or exemptions
from, or filings or registrations which have been obtained prior to the date of this Agreement and remain in full force and effect, (b) filings
which are necessary to release Liens granted pursuant to the document related to the Indebtedness to be refinanced on the Closing Date,
(c) filings, authorizations, consents, licenses, exemptions or registrations which are necessary to perfect the security interests
created under the Collateral Documents, and (d) filings, authorizations, consents, licenses, exemptions or registrations the failure
of which to obtain could not reasonably be expected to result in a Material Adverse Effect.


 


Section 5.19          Solvency.
The Loan Parties and their Subsidiaries are, on a consolidated basis, Solvent as of the Closing Date after giving effect to the Closing
Date Equity Contribution, the Closing Date Transactions and the Credit Events on the Closing Date.


 


Section 5.20          [Reserved].


 


Section 5.21          No
Default. No Default or Event of Default has occurred and is continuing.


 


Section 5.22          Sanctions.


 


(a)            Each
Loan Party is in compliance with the requirements of all Sanctions Programs applicable to it. Each Subsidiary of each Loan Party is in
compliance with the requirements of all Sanctions Programs applicable to such Subsidiary. Each Loan Party has provided to the Administrative
Agent, the L/C Issuer, and the Lenders all information regarding such Loan Party and its Subsidiaries requested by the Administrative
Agent, the L/C Issuer, and the Lenders necessary for such Person to comply with all applicable Sanctions Programs. Neither any Loan Party
nor any of its Subsidiaries, nor to the knowledge of the Loan Parties and their Subsidiaries, any director, officer, employer, agent,
affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is
(i) named on the current OFAC SDN List, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List,
or any similar list enforced by any other relevant sanctions authority under Sanctions Programs, (ii) currently the subject or target
of any Sanctions Programs or (iii) located, organized or resident in a Designated Jurisdiction.


 


(b)         No
part of the proceeds of the Loans will be used, directly or indirectly, in any other manner that will result in a violation by any Person
(including any Person participating in the transaction, whether as Lender, a Lead Arranger, the Administrative Agent, the L/C Issuer or
otherwise) of Sanctions Programs or other anti-terrorism or anti-money laundering laws.


 


(c)         No
part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political
party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain,
retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.


 


Section 5.23          Insurance.
The properties of Holdings and its Subsidiaries are insured with licensed insurance companies that Holdings believes (in the good faith
judgment of the management of Holdings) are financially sound reputable insurance companies not Affiliates of Holdings (after giving effect
to any self-insurance reasonable and customary for similarly situated companies engaged in similar businesses as Holdings and its Subsidiaries),
in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and
owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates.


 






    79 


     


    

 


Section 5.24          Collateral.
The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the holders
of Secured Obligations, a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest
of the respective Loan Parties in the Collateral described therein. Except for filings and other actions completed on or prior to the
Closing Date and as contemplated hereby and by the Collateral Documents (in each case subject to any time period after the Closing Date
for the completion of such filings or other actions as may be agreed in this Agreement or any other Loan Documents), no filing or other
action will be necessary to perfect or protect such Liens.


 


Section 5.25          EEA
Financial Institution. No Loan Party is an EEA Financial Institution.


 


Section 5.26          USAC
Compliance. Except as set forth on Schedule 5.26, (a) each Loan Party has complied with all requirements, rules, restrictions,
and other terms and conditions associated with the receipt and use of funding from any Universal Service Program; (b) to the Borrower’s
knowledge, there are no pending audits or investigations by any Governmental Authority or USAC threatened in writing regarding the Loan
Parties’ use of, or entitlement to, any funding received from any Universal Service Program; and (c) all data and other reports
submitted to any Governmental Authority or USAC in connection with participation by the Loan Parties in any Universal Service Program,
including but not limited to submissions to the High Cost Universal Broadband portal maintained by USAC, are true, correct, and complete
in all material respects.


 


Section 5.27          FCC
and PUC Authorizations.


 


(a)            Schedule
5.27(a) sets forth all FCC Authorizations and PUC Authorizations held by any Loan Party, or Subsidiary thereof, as of the Closing
Date. Each FCC Authorization and PUC Authorization is issued in the name of one of the Loan Parties or its Subsidiary. Each FCC Authorization
and PUC Authorization, is free and clear of all Liens, except with respect to Permitted Liens or encumbrances that apply under the Communication
Laws generally to authorizations similar to the FCC Authorizations or PUC Authorizations, as applicable. There is no condition outside
of the ordinary course imposed on any FCC Authorization by the FCC nor any PUC Authorization by the applicable PUC, except for those conditions
imposed generally upon authorizations similar to the FCC Authorizations or PUC Authorizations or as set forth on the face of the applicable
FCC Authorization or PUC Authorization. The Loan Parties’ FCC Authorizations and PUC Authorizations are all of the material licenses,
permits, permissions and other authorizations of the FCC and PUCs necessary to operate the Loan Parties’ business as now conducted,
except for any such FCC Authorization or PUC Authorization the lack of which would not have a Material Adverse Effect.


 


(b)            Except
as set forth on Schedule 5.27(b), the grant or assignment of each FCC Authorization to the Loan Parties was approved by the FCC
or its staff by delegated authority.


 


(c)            Each
FCC Authorization and PUC Authorization is validly issued and in full force and effect.


 


(d)            Except
as set forth on Schedule 5.27(d), there is no proceeding currently pending before the FCC or any PUC or, to the Loan Parties’
knowledge, threatened in writing by a Person specifically relating to any FCC Authorization or PUC Authorization or the Loan Parties,
which proceeding could reasonably be expected to result in a Material Adverse Effect, and except for any rulemaking proceedings of general
applicability before the FCC or a PUC, as the case may be.


 






    80 


     


    

 


 


(e)            Except
as could not be reasonably expected to have a Material Adverse Effect, all payments to any applicable Governmental Authority for or required
with respect to each FCC Authorization and PUC Authorization have been timely made.


 


(f)            Except
as could not be reasonably expected to have a Material Adverse Effect, all material reports to the FCC (if any) required to be filed with
the FCC with respect to the FCC Authorizations and all material reports to the applicable PUC (if any) with respect to any PUC Authorization,
have been timely filed, and all such filings are complete and accurate in all material respects, and the Loan Parties have not incurred,
or if incurred the Loan Parties have fully discharged, any fine, charge or other liability resulting from any noncompliance with respect
to the FCC Rules.


 


(g)           No
material FCC Authorization or any PUC Authorization is subject to any proceeding pending by or before the FCC or any PUC that could reasonably
be expected to result in the revocation, cancellation, termination, modification, non-renewal or forfeiture of any such FCC Authorization
or PUC Authorization, except for any such proceedings that could not be reasonably expected to have, either individually or in the aggregate,
a Material Adverse Effect.


 


Section 5.28           Absence
of Certain Changes. Since the date on which the Loan Parties acquired each FCC Authorization and PUC Authorization that is material
to the business of Holdings and its Subsidiaries, each such FCC Authorization and PUC Authorization has been held and maintained in the
ordinary course and there has not occurred nor does there exist any fact, circumstance, occurrence, condition, act, event or omission
which has resulted in, or could, individually or in the aggregate, reasonably be expected to result in any loss, material impairment or
materially adverse modification of any such FCC Authorization or PUC Authorization.


 


SECTION 6     AFFIRMATIVE
Covenants.


 


Each of the Loan Parties hereby
covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, such Loan Party shall, and shall cause
each of its Subsidiaries to:


 


Section 6.1            Information
Covenants. Furnish to the Administrative Agent:


 


(a)            Quarterly
Reports. Within 55 days after the end of the first three fiscal quarters of each fiscal year of Holdings, commencing with the fiscal
quarter of Holdings ending September 30, 2021, a copy of Holdings’ consolidated balance sheet as at the end of such fiscal
quarter and the related consolidated statements of income and of cash flows for such fiscal quarter and for the elapsed portion of the
fiscal year-to-date period then ended, each in reasonable detail, prepared by Holdings in accordance with GAAP, setting forth comparative
figures for the corresponding fiscal quarter in the prior fiscal year and comparable budgeted figures for such fiscal quarter, all of
which shall be certified by the chief financial officer or other financial or accounting officer of Holdings reasonably acceptable to
the Administrative Agent that they fairly present in all material respects in accordance with GAAP the financial condition of Holdings
and its Subsidiaries as of the dates indicated and the results of their operations and changes in their cash flows for the periods indicated,
subject to normal year-end audit adjustments and the absence of footnotes.


 






    81 


     


    

 


(b)            Annual
Statements. Within 100 days after the close of each fiscal year of Holdings, commencing with the fiscal year of Holdings ending December 31,
2021 (in the case of the fiscal year of Holdings ending December 31, 2021, subject to the proviso below), a copy of Holdings’
consolidated balance sheet as of the last day of the fiscal year then ended and Holdings’ consolidated statements of income, retained
earnings, and cash flows for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative
form the figures for the previous fiscal year, accompanied by an opinion (unqualified as to the scope of such audit and any “going
concern” or like qualification or exception) of a firm of independent public accountants of recognized regional or national standing
selected by Holdings or any other public accountants reasonably satisfactory to the Administrative Agent (which, for the avoidance of
doubt, shall include PricewaterhouseCoopers LLP), to the effect that the consolidated financial statements have been prepared in accordance
with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial condition of Holdings and its
Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and
that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted
auditing standards; provided that, with respect to the fiscal year of Holdings ending December 31, 2021, (i) the
audited financial statements required under this Section 6.1(b) shall only be required to cover the period from the
Closing Date through the end of such fiscal year, and (ii) the Borrower shall also provide with the audited financials described
in clause (i) above, management prepared financial statements with respect to such entire fiscal year, and which, for the avoidance
of doubt, shall present the results of operations of the Borrower and its Subsidiaries prior to the Closing Date and Holdings and its
Subsidiaries following the Closing Date, in each case, prepared in accordance with GAAP, consistently applied, and in reasonable detail
showing in comparative form the figures for the previous fiscal year.


 


(c)           Officer’s
Certificates. Concurrently with the delivery of the financial statements provided for in Sections 6.1(a) and 6.1(b),
a Compliance Certificate (A) stating no Default or Event of Default has occurred during the period covered by such statements or,
if a Default or Event of Default exists, a detailed description of the Default or Event of Default and all actions the Borrower is taking
with respect to such Default or Event of Default, (B) commencing with the fiscal quarter of Holdings ending December 31, 2021,
showing the Borrower’s compliance with the covenants set forth in Section 7.7 and (C) attaching a copy of management’s
discussion and analysis for with respect to such financial statements.


 


(d)            Budgets.
As soon as available, beginning with the fiscal year ending December 31, 2022, but in any event no later than 60 days after the first
day of each fiscal year of Holdings, a reasonably detailed budget in form reasonably satisfactory to the Administrative Agent (including
budgeted consolidated statements of income, and sources and uses of cash and balance sheets for Holdings and its Subsidiaries) of Holdings
and its Subsidiaries in reasonable detail for the four fiscal quarters of such fiscal year.


 


(e)            Notice
of Default or Material Adverse Effect. Promptly, and in any event within five (5) Business Days after any Responsible Officer
of any Loan Party obtains knowledge thereof, notice of the occurrence of any event which constitutes a Default or an Event of Default
or any other event which could reasonably be expected to have a Material Adverse Effect, which notice shall specify the nature thereof,
the period of existence thereof and what action the Loan Parties propose to take with respect thereto.


 


(f)            Notice
of Litigation or Other Material Events. Promptly, and in any event within five (5) Business Days after any Responsible Officer
of any Loan Party obtains knowledge thereof, notice of (i) any dispute, litigation, investigation, proceeding or suspension which
may exist at any time between any Loan Party or any Subsidiary of any Loan Party and any Governmental Authority, including, without limitation,
the FCC, which could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (ii) any
material change in accounting or financial reporting practices, and (iii) the occurrence of any Disposition, Event of Loss or incurrence
of Indebtedness for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.8(b).


 






    82 


     


    

 


(g)            Management
Letters. Promptly after any Loan Party’s receipt thereof, a copy of each report or any “management letter” submitted
to any Loan Party or any of its Subsidiaries by its certified public accountants and the management’s responses thereto.


 


(h)            Governmental
Notices. As soon as practicable, and in any event within thirty (30) days after the issuance, filing or receipt thereof, (i) with
respect to any FCC Authorization or PUC Authorization that is material to the business of the Borrower or any of its Subsidiaries, copies
of any material order or notice of the FCC, any Governmental Authority or a court of competent jurisdiction which designates any such
FCC Authorization or PUC Authorization, or any application therefor, for a hearing or which refuses renewal or extension of, or revokes
or suspends the authority of the Borrower or any of its Subsidiaries pursuant to any such FCC Authorization or PUC Authorization, and
(ii) any material citation, notice of violation or order to show cause issued by the FCC or other Governmental Authority or any material
complaint filed by or with the FCC or any PUC or a petition to deny any application, in each case with respect to the Borrower or any
of its Subsidiaries.


 


(i)             FCC
and PUC Notices. As soon as practicable (and in any event within five (5) Business Days after any Responsible Officer of any
Loan Party obtains knowledge thereof) notice of any suspension or termination of any FCC Authorization or PUC Authorization which could
reasonably be expected to have a Material Adverse Effect.


 


(j)           Other
Information. From time to time, such other information or documents (financial or otherwise) regarding the business, financial or
corporate affairs of the Loan Parties and their Subsidiaries as the Administrative Agent may reasonably request.


 


Notwithstanding anything to
the contrary contained in this Agreement, (i) any financial statements required to be provided pursuant to Sections 6.1(a) and
6.1(b) may be those of Parent, so long as the same includes a consolidating schedule with financial information (including
a consolidated balance sheet, statements of income, retained earnings, and cash flows statements) solely relating to Holdings and its
Subsidiaries, which, for the avoidance of doubt, when delivered in connection with the financial statements delivered pursuant to Section 6.1(b),
shall be audited and (ii) upon delivery of any such financial statements, any reference herein to financial statements of Holdings
and its Subsidiaries shall be deemed a reference to such financial statements of the Parent.


 


Nothing in this Section 6.1,
Section 6.2 below or any other provision of this Agreement or any other Loan Document shall require the Loan Parties or any
of their Affiliates to provide information (i) that constitutes non-financial trade secrets or non-financial proprietary information,
(ii) in respect of which disclosure is prohibited by applicable Laws, (iii) that is subject to attorney client or similar privilege
or constitutes attorney work product or (iv) the disclosure of which is restricted by binding agreements not entered into primarily
for the purpose of qualifying for the exclusion in this clause (iv), provided that, in each case, the Loan Parties shall have notified
the Administrative Agent that certain information is being excluded in reliance on this paragraph.


 






    83 


     


    

 


Section 6.2            Inspections
. Permit officers, representatives and agents of the Administrative Agent or any Lender, to visit and inspect any Property of
such Loan Party or such Subsidiary, and to examine the financial records and corporate books of such Loan Party or such Subsidiary, and
discuss the affairs, finances, and accounts of such Loan Party or such Subsidiary with its and their officers and independent accountants,
all at such reasonable times during normal business hours as the Administrative Agent may request; provided that, so long as no
Event of Default exists, (a) reasonable prior written notice of any such visit, inspection, or examination shall be provided to
the Borrower, (b) only the Administrative Agent, on behalf of the Lenders may exercise rights of the Administrative Agent and the
Lenders under this Section 6.2, (c) such visit, inspection, or examination shall be performed at reasonable times to
be agreed to by the Borrower, which agreement will not be unreasonably withheld and (d) the Administrative Agent shall not exercise
such rights more often than one (1) time during any calendar year. The Borrower shall pay to the Administrative Agent for its own
use and benefit reasonable charges for examinations of the Collateral performed by the Administrative Agent or its agents or representatives
in such amounts as the Administrative Agent may from time to time reasonably request; provided, however, that in the absence of
any Event of Default, the Borrower shall not be required to pay the Administrative Agent for more than one (1) such examination
per calendar year; provided, further, that no officers, representatives and agents of the Administrative Agent or any Lender may
exercise the rights of visitation and inspection hereunder with respect to any property of any Loan Party or any Subsidiary until such
Loan Party or such Subsidiary, as applicable, has reopened such property from COVID-19 safety closures, and thereafter, such officers,
representatives and agents of the Administrative Agent or any Lender shall only conduct such visits or inspections in accordance with
(A) applicable Laws, including, for the avoidance of doubt, any guidelines published by the Centers of Disease Control and Prevention
and (B) the reasonable safety and health policies and/or procedures maintained at such time by such Loan Party or such Subsidiary,
as applicable, to the extent that such health policies and/or procedures are not maintained by such Loan Party or such Subsidiary in
order to circumvent the requirements of this Section 6.2.


 


Section 6.3            Maintenance
of Property and Insurance; Environmental Matters; Books and Records.


 


(a)            (i) Keep
its material Property, plant, and equipment in good repair, working order and condition, except where failure to do so could not reasonably
be expected to result in a Material Adverse Effect, (ii) make all necessary repairs thereto and replacements thereof, except where
the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (iii) maintain in full force and
effect, with licensed insurance companies that Holdings believes (in the good faith judgment of the management of Holdings) are financially
sound reputable insurance companies not Affiliates of Holdings (after giving effect to any self-insurance reasonable and customary for
similarly situated companies engaged in similar businesses as Holdings and its Subsidiaries), insurance which provides substantially the
same (or greater) coverage and against at least such risks as is in accordance with industry practice, and shall furnish to the Administrative
Agent upon reasonable request full information as to the insurance so carried. In any event, each Loan Party shall, and shall cause each
of its Subsidiaries to, maintain insurance on the Collateral to the extent required by the Collateral Documents. Notwithstanding the requirement
in clause (i) above, Flood Insurance shall not be required for (x) real property that is Excluded Property, (y) real
property not located in a Special Flood Hazard Area, or (z) real property located in a Special Flood Hazard Area in a community that
does not participate in the National Flood Insurance Program.


 


(2)            Without
limiting the generality of Section 6.3(a), each Loan Party and its Subsidiaries shall: (i) materially comply with, and
maintain all real property owned or operated by any Loan Party or any of its Subsidiaries in material compliance with, applicable Environmental
Laws; (ii) obtain and maintain in full force and effect all permits, licenses and approvals required for its operations and the
occupancy of its properties by Environmental Laws; (iii) cure as soon as reasonably practicable any violation of applicable Environmental
Laws; (iv) not, and shall not permit any other Person to, own or operate on any of its properties any underground storage tank,
landfill, dump or hazardous waste treatment, storage or disposal facility as defined pursuant to Environmental Laws; and (v) shall
not use, generate, treat, store, Release or dispose of Hazardous Materials at or on any real property owned or operated by any Loan Party
or any of its Subsidiaries except in the ordinary course of its business and in compliance with all Environmental Laws, except, in each
case, to the extent that such compliance with Environmental Laws could not reasonably be expected to have a Material Adverse Effect.
Each Loan Party and its Subsidiaries shall conduct any investigation, study, sampling and testing, abatement, cleanup, removal, remediation
or other response or preventative action necessary to remove, remediate, prevent, cleanup or abate any Release or threatened Release
of Hazardous Materials or any migration or continuation thereof required by Environmental Laws, except to the extent that such compliance
with Environmental Laws could not reasonably be expected to have a Material Adverse Effect.


 






    84 


     


    

 


(b)            Maintain
proper books of record and account, in which full, true and correct entries in conformity with GAAP in all material respects consistently
applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary,
as the case may be.


 


Section 6.4            Compliance
with Laws. Comply in all respects with the requirements of all Laws, rules, regulations, ordinances and orders of any Governmental
Authority applicable to such Loan Party or any of its Subsidiaries’ Property or business operations, except where any such non-compliance,
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or result in a Lien upon any of its
Property (other than Permitted Liens).


 


Section 6.5            ERISA.
Promptly notify the Administrative Agent and each Lender of the occurrence of any ERISA Event that could reasonably be expected to have
a Material Adverse Effect.


 


Section 6.6            Payment
of Taxes. Pay and discharge, all Taxes imposed upon it or any of its Property, before becoming delinquent and before any penalties
accrue thereon, unless and to the extent that (a) the same are being contested in good faith and by appropriate proceedings and as
to which appropriate reserves have been provided for in accordance with GAAP, or (b) the failure to do so could not reasonably be
expected to have a Material Adverse Effect.


 


Section 6.7            Preservation
of Existence. Do or cause to be done, all things necessary to preserve and keep in full force and effect (a) its existence
and, (b) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, its franchises, authority
to do business, licenses, patents, trademarks, copyrights that are necessary for the Loan Parties and their Subsidiaries to conduct their
respective businesses as presently conducted, except for such patents, trademarks, copyrights, and other proprietary rights which, in
the Loan Parties’ reasonable good faith determination, are no longer used, useful, or valuable to their respective businesses; provided,
however, that nothing in this Section 6.7 shall prevent, to the extent permitted by Section 7.3, sales of
assets by the Loan Parties or any of their Subsidiaries, the dissolution or liquidation of any Subsidiary of any Loan Party, or the merger
or consolidation between or among the Subsidiaries of any Loan Party.


 


Section 6.8            Use
of Proceeds. Use the proceeds of the Credit Events for the purposes set forth in Section 5.7.


 


Section 6.9            Compliance
with Sanctions Programs; Anti-Corruption Laws.


 


(a)          Comply
with the requirements of all Sanctions Programs applicable to such Loan Party and shall cause each of its Subsidiaries to comply with
the requirements of all Sanctions Programs applicable to such Subsidiary.


 






    85 


     


    

 


(b)         Provide
the Administrative Agent any information that is reasonably requested regarding such Loan Party and its Subsidiaries necessary for the
Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable Sanctions Programs.


 


(c)          If
any Loan Party obtains actual knowledge or receives any written notice that such Loan Party or any Subsidiary is named on the then current
OFAC SDN List, HMT’s Consolidated List of Financial Sanctions Targets or the Investment Ban List, or any similar list enforced by
any other relevant sanctions authority under Sanctions Programs, or is the subject or target of any Sanctions Program (such occurrence,
a “Sanctions Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent, the
L/C Issuer, and the Lenders of such Sanctions Event, and (ii) comply with all applicable Laws with respect to such Sanctions Event
(regardless of whether the party included on any applicable list is located within the jurisdiction of the United States of America),
including the Sanctions Programs, and each Loan Party hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and
the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable
discretion, to avoid violation of all applicable Laws with respect to any such Sanctions Event, including the requirements of the Sanctions
Programs (including the freezing and/or blocking of assets and reporting such action to applicable authorities under Sanctions Programs).


 


(d)          Conduct
its business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption
legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such Laws.


 


Section 6.10           Material
Agreements. Perform and observe all the terms and provisions of each Material Agreement to be performed or observed by it, maintain
each such Material Agreement in full force and effect, enforce each such Material Agreement in accordance with its terms, take all such
action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make
to each other party to each such Material Agreement such demands and requests for information and reports or for action as any Loan Party
or any of its Subsidiaries is entitled to make under such Material Agreement, and cause each of its Subsidiaries to do so, except, in
any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.


 


Section 6.11           Maintenance
of FCC Authorizations and PUC Authorizations. Maintain each FCC Authorization and PUC Authorization that is material to its business
in full force and effect, and timely comply in all material respects with all applicable Laws with respect thereto; and shall not seek
the adverse modification of any FCC Authorization or PUC Authorization without prior consultation with the Administrative Agent, except
as such modification could not reasonably be expected to have a Material Adverse Effect.


 






    86 


     


    

 


SECTION 7      NEGATIVE
COVENANTS


 


Each of the Loan Parties hereby
covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no Loan Party shall, nor shall it permit
any Subsidiary to, directly or indirectly:


 


Section 7.1            Indebtedness.
Contract, create, incur, assume or suffer to exist any Indebtedness, including liabilities under any Hedge Agreement, except:


 


(a)          the
Secured Obligations; provided that the maximum amount of Designated Letter of Credit Liabilities permitted by this clause (a) shall
not exceed the Other Obligations Cap;


 


(b)         Indebtedness
owed pursuant to Hedge Agreements entered into in the ordinary course of business and not for speculative purposes with Persons other
than Lenders (or their Affiliates);


 


(c)            intercompany
Indebtedness among Holdings and its Subsidiaries, including Guarantees of Indebtedness of any Loan Party or a Subsidiary thereof to the
extent permitted by Section 7.4;


 


(d)            purchase
money Indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries and any Permitted Refinancing in respect
thereof, in addition to the amounts set forth on Schedule 7.1, in an amount not to exceed $10,000,000 in the aggregate at any one
time outstanding;


 


(e)          Indebtedness
incurred in the ordinary course of business under (i) appeal bonds or similar instruments and (ii) surety bonds, payment bonds,
performance bonds, bid bonds, completion guarantees and similar obligations, workers compensation claims, health, disability or other
employee benefits;


 


(f)           unsecured
Indebtedness representing deferred compensation or other similar obligations to officers, directors, members of management or employees
incurred in the ordinary course of business;


 


(g)          Indebtedness
consisting of take or pay obligations contained in supply arrangements in the ordinary course of business;


 


(h)          Indebtedness
existing on the Closing Date described on Schedule 7.1 together with any Permitted Refinancings thereof;


 


(i)            performance
guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Loan Parties
and their Subsidiaries;


 


(j)          Indebtedness
in respect of netting services, overdraft protections and otherwise in connection with deposit accounts maintained by the Loan Parties
and their Subsidiaries as a part of their cash management program incurred in the ordinary course of business so long as such Indebtedness
is promptly repaid;


 


(k)           (i) Indebtedness
of any Subsidiary that is not a Loan Party and any Permitted Refinancing in respect thereof and (ii) Guarantees by (A) any non-Loan
Party of Indebtedness of another non-Loan Party and (B) any Loan Party of Indebtedness of another non-Loan Party; provided
that the aggregate amount of all such Indebtedness and Guarantees under this clause (k) does not exceed $5,000,000 at
any one time outstanding;


 


(l)            Indebtedness
incurred by any Loan Party or any of their respective Subsidiaries constituting indemnification, adjustment of purchase price (including
earn-out obligations) or similar obligations, in each case, incurred in connection with a Permitted Acquisition or Dispositions of any
business or assets permitted hereunder;


 






    87 


     


    

 


(m)           Indebtedness
of the Loan Parties and their Subsidiaries consisting of promissory notes issued by such Loan Party or such Subsidiary to present or former
directors, officers, members of management or employees of such Loan Party or such Subsidiary or their respective estates, heirs, family
members, spouses or former spouses (in each case, unrelated to any Investor) to finance the purchase or redemption of the Equity Interests
of such Loan Party or such Subsidiary permitted by Section 7.5(c) in an aggregate amount not to exceed $2,000,000 at
any time outstanding;


 





(n)           Indebtedness
assumed in connection with any Permitted Acquisition and Indebtedness of any new Subsidiary acquired in a Permitted Acquisition and any
Permitted Refinancing in respect thereof; provided that (i) any such Indebtedness is not created in anticipation or contemplation
of such Permitted Acquisition and (ii) all such Indebtedness, when combined with any Indebtedness permitted under clause (o) below,
does not exceed $10,000,000 in the aggregate at any one time outstanding;


 


(o)         Indebtedness
of any Subsidiary incurred to finance a Permitted Acquisition and any Permitted Refinancing in respect thereof; provided that (i) such
Indebtedness is unsecured and subordinated in right of payment to the Obligations in form and substance satisfactory to the Administrative
Agent and (ii) all such Indebtedness, when combined with any Indebtedness permitted under clause (n) above, does not
exceed $10,000,000 in the aggregate at any one time outstanding;


 


(p)            Indebtedness
consisting of the financing of insurance premiums, so long as the aggregate amount payable pursuant to such Indebtedness does not materially
exceed the amount of the premium for such insurance and is financed with the insurer;


 


(q)        Indebtedness
arising as a direct result of judgments against any Loan Party to the extent not constituting an Event of Default under Section 8.1(g);


 


(r)          conditional
sale, title retention, consignment or similar arrangement for the sale of goods in the ordinary course of business;


 


(s)          Indebtedness
arising from agreements of the Loan Parties and their Subsidiaries providing for indemnification and contribution obligations with respect
to Permitted Acquisitions or other Investments permitted hereunder;


 


(t)           Capital
Leases for fixed or capital assets acquired for the sole purpose of meeting CAF II Buildout Obligations in an amount not to exceed $5,000,000;


 


(u)          other
Indebtedness of the Loan Parties and their Subsidiaries not otherwise permitted by this Section 7.1 and any Permitted Refinancing
in respect thereof, in an amount not to exceed $7,500,000 in the aggregate at any one time outstanding;


 


(v)         Indebtedness
incurred in the ordinary course of business in connection with cash pooling arrangements, cash management and other similar arrangements
consisting of netting arrangements and overdraft protections;


 


(w)        Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the
case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business;


 






    88 


     


    

 


(x)           Indebtedness
in respect of (x) workers’ compensation claims and self-insurance obligations (in each case other than for or constituting
an obligation for money borrowed), including guarantees or obligations of any of the Borrower and its Subsidiaries with respect to letters
of credit supporting such workers’ compensation claims and/or self-insurance obligations and (y)  bankers’ acceptances,
bank guarantees, bid, performance, surety bonds or similar instruments issued for the account of the Borrower and its Subsidiaries in
the ordinary course of business, including guarantees or obligations of any such Person in the ordinary course of business with respect
to bankers’ acceptances and bid, performance or surety obligations (in each case other than for or constituting an obligation for
money borrowed); and


 


(y)          Indebtedness
representing any Taxes, assessments or governmental charges to the extent (i) such Taxes are being contested in good faith and adequate
reserves have been provided therefor or (ii) that payment thereof shall not at any time be required to be made in accordance with
Section 6.6.


 


Section 7.2            Liens.
Create, incur or suffer to exist any Lien on any of its Property; provided that the foregoing shall not prevent the following (the
Liens described below, the “Permitted Liens”):


 


(a)             Liens
for the payment of Taxes which are not yet delinquent or the payment of which is not required by Section 6.6;


 


(b)            Liens
arising by statute in connection with worker’s compensation, unemployment insurance, old age benefits, social security obligations,
Taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA, other than for contributions
accrued but not yet due), good faith cash deposits in connection with bids, tenders, contracts or leases to which any Loan Party or any
Subsidiary of any Loan Party is a party or other cash deposits required to be made in the ordinary course of business; provided
in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, to the extent such amounts
are so due and remain unpaid for more than thirty (30) days, is being contested in good faith by appropriate proceedings which prevent
enforcement of the matter under contest and for which adequate reserves have been established in accordance with GAAP;


 


(c)             mechanics’,
workmen’s, materialmen’s, landlords’, carriers’ or other similar Liens arising in the ordinary course of business
with respect to obligations which are not due or which, if they secure obligations that are due and remain unpaid for more than thirty (30)
days, are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and for which
adequate reserves have been established in accordance with GAAP;


 


(d)             Liens
created by or pursuant to this Agreement and the Collateral Documents;


 


(e)             Liens
on Property of any Loan Party or any Subsidiary of any Loan Party created solely for the purpose of securing Indebtedness permitted by
Section 7.1(d), representing or incurred to finance the purchase price of Property; provided that, (i) no such
Lien shall extend to or cover other Property of such Loan Party or such Subsidiary other than the respective Property so acquired and
proceeds thereof and accessions thereto, (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed
the purchase price of such Property and (iii) such Liens attach to such Property concurrently or within ninety (90) days of the acquisition
of such Property; and


 






    89 


     


    

 


(f)            Liens
given to a public utility or municipality or governmental or other public authority when required by such utility or other authority
in connection with the operation of the business in the ordinary course of business or the ownership of the assets of a Loan Party; provided
that such Liens do not reduce the value of the assets of such Loan Party or materially interfere with the use of such assets in the
operation of the business of such Loan Party;


 


(g)             Liens
arising from judgments or orders for the payment of money not constituting an Event of Default under Section 8.1(g);


 


(h)             Liens
(i) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on the items in the course of collection,
(ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business
and not for speculative purposes and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering
deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters
customary in the banking industry;


 


(i)             leases,
licenses, subleases or sublicenses granted to others in the ordinary course of business (or other agreement under which any Loan Party
or any of its Subsidiaries has granted rights to end users to access and use any Loan Party’s or any Subsidiary’s products,
technologies, facilities or services) which do not (x) interfere in any material respect with the business of Holdings and its Subsidiaries,
taken as a whole, or (y) secure any Indebtedness;


 


(j)            easements,
permits, rights-of-way, title exceptions, survey exceptions, encroachments, restrictions, zoning or building codes or ordinances, other
land use laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental
Authority, minor defects or irregularities in title and other similar encumbrances against real property incurred in the ordinary course
of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property
subject thereto or materially interfere with the ordinary conduct of the business of any Loan Party or any Subsidiary of any Loan Party;


 


(k)             Liens
existing on the Closing Date described on Schedule 7.2 securing Indebtedness outstanding on such date and permitted by Section 7.1(h),
including replacement Liens on the property currently subject to such Liens securing Indebtedness permitted by Section 7.1(h);


 


(l)             Liens
(i) solely on any cash earnest money deposits made by any Loan Party or any of their Subsidiaries in connection with any letter of
intent or purchase agreement or with respect to an Investment permitted hereunder or (ii) consisting of any agreement to consummate
a Disposition permitted hereunder or other transaction permitted by Section 7.3;


 


(m)           purported
Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases or consignments of personal
property entered into in the ordinary course of business;


 


(n)             Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods in the ordinary course of business;


 


(o)            Liens
that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other deposit-taking
financial institutions in the ordinary course of business and not given in connection with the issuance of Indebtedness or (ii) relating
to pooled deposit or sweep accounts of any Loan Party or any of their Subsidiaries to permit satisfaction of overdraft or similar obligations
incurred in the ordinary course of business of the Loan Parties and their Subsidiaries;


 






    90 


     


    

 


(p)            Liens
on insurance policies and the proceeds thereof securing the financing of insurance premiums with respect thereto to the extent permitted
under Section 7.1(p);


 


(q)            Liens
on certain Property acquired pursuant to a Permitted Acquisition or certain Property of a Subsidiary of the Borrower in existence at the
time such Person becomes a Subsidiary, in each case after the date hereof (other than Liens on the Equity Interests of such Subsidiary);
provided that (i) such Lien is not an all assets or blanket lien and does not extend to or cover any other assets or Property
(other than the proceeds or products thereof and other than after-acquired Property of such acquired Subsidiary) and (ii) the Indebtedness
secured thereby is permitted by Section 7.1;


 


(r)             Liens
incurred with the purchase or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller or
shipper of such goods or assets pursuant to customary reservations or retentions of title arising in the ordinary course of business and
not securing Indebtedness for borrowed money;


 


(s)             Liens
on assets and the proceeds therefrom subject to any Sale and Leaseback Transaction permitted by Section 7.12;


 


(t)             any
interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement to the
Loan Parties or any of their Subsidiaries entered into in the ordinary course of business not prohibited by this Agreement; provided
that the same do not in any material respect interfere with the business of the Loan Parties and their Subsidiaries taken as a whole or
materially detract from the value of the assets of the Loan Parties and their Subsidiaries taken as a whole;


 


(u)             encumbrances
that apply under the Communications Laws generally applicable to authorizations similar to the FCC Authorizations or PUC Authorizations;


 


(v)             other
Liens securing obligations (including Indebtedness permitted hereunder) in an aggregate amount not to exceed $7,500,000;


 


(w)            Liens
which arise under Article 4 of the UCC in any applicable jurisdictions on items in collection and documents and proceeds related
thereto;


 


(x)             Liens
on assets of Subsidiaries that are not required to become Loan Parties pursuant to Section 4.4; provided that (i) such
Liens do not extend to, or encumber, the assets or the Equity Interests of any Loan Party, (ii) such Liens secure only Indebtedness
incurred by such Subsidiary pursuant to Section 7.1 and (iii) the aggregate amount of all obligations secured by such
Liens does not exceed $7,500,000; and


 


(y)             purchase
options, call and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by the Borrower
or any Subsidiary in joint ventures.


 






    91 


     


    

 


Section 7.3            Consolidation,
Merger, and Sale of Assets. Wind up, liquidate or dissolve its affairs, divide its interests, or merge, or consolidate, or convey,
sell, lease, or otherwise dispose of all or any part of its Property, including any disposition as part of any sale-leaseback transactions
except that this Section 7.3 shall not prevent:


 


(a)              the
sale and lease of inventory and dark fiber in the ordinary course of business;


 


(b)             the
sale, transfer or other disposition of any property for fair market value that, in the reasonable judgment of the Loan Parties or their
Subsidiaries, has become obsolete, or worn out, surplus or is no longer used or useful in the business of the Loan Parties and their Subsidiaries;


 


(c)             the
sale, transfer, lease, or other disposition of Property of (i) any Loan Party to another Loan Party, (ii) any non-Loan Party
to any Loan Party, (iii) any non-Loan Party to another non-Loan Party or (iv) any Loan Party to any non-Loan Party in an amount
not to exceed $1,000,000 in any fiscal year of the Borrower;


 


(d)             (i) so
long as no Event of Default would result therefrom, (A) the Borrower may merge or consolidate with any of its Subsidiaries; provided
that (x) the Borrower is the continuing or surviving Person and (y) the Borrower shall deliver a confirmation and acknowledgement,
and other ancillary documents to the Administrative Agent confirming that it is subject to all of the Obligations of the Borrower hereunder;
(B) any Subsidiary may merge or consolidate with any other Subsidiary; provided that if a Guarantor is a party to such transaction,
the continuing or surviving Person is a Guarantor; and (C) the Borrower or any Subsidiary may merge or consolidate with any other
Person in connection with a Permitted Acquisition; provided that (x) if the Borrower is a party to such transaction, the Borrower
is the continuing or surviving Person, (y) the Borrower shall deliver a confirmation and acknowledgement, and other ancillary documents
to the Administrative Agent confirming that it is subject to all of the Obligations of the Borrower hereunder and (z) if a Guarantor
is a party to such transaction, a Guarantor is the surviving Person and (ii) so long as no Default or Event of Default exists or
would result therefrom, any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution,
liquidation or winding up, as applicable, could not have a Material Adverse Effect;


 


(e)              the
Loan Parties and their Subsidiaries may take any steps necessary to effectuate the Closing Date Transactions;


 


(f)              the
sale, exchange or other disposition of cash and Cash Equivalents in the ordinary course of business;


 


(g)            the
sale, transfer, lease, or other disposition of Property of any Loan Party or any Subsidiary of any Loan Party (including any disposition
of Property as part of a Sale and Leaseback Transaction) so long as (i) no Event of Default shall exist or shall result from such
disposition, (ii) not less than 75.0% of the aggregate sales price from such disposition shall be paid in cash and (iii) the
aggregate fair market value of all assets to be sold by the Loan Parties and their Subsidiaries shall not exceed $7,000,000 in any fiscal
year;


 


(h)             dispositions
of equipment, dark fiber or other similar property to the extent that (i) such property is exchanged for credit against the purchase
price of similar replacement property, (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement
property or (iii) is exchanged for assets useful in the business of the Loan Parties and their Subsidiaries in the ordinary course
of business; provided that, in each case, to the extent the property being transferred constitutes Collateral such replacement
property shall constitute Collateral;


 






    92 


     


    

 


(i)             the
settlement or write-off of accounts receivable or sale, discount or compromise of overdue accounts receivable for collection (i) in
the ordinary course of business consistent with past practice, and (ii) with respect to such accounts receivable acquired in connection
with a Permitted Acquisition, consistent with prudent business practice;


 


(j)             the
lapse, abandonment or discontinuance of the use or maintenance of any intellectual property if determined by the Borrower in its reasonable
business judgment that such lapse, abandonment or discontinuance is desirable in the conduct of its business;


 


(k)            the
licensing and sublicensing of any intellectual property to third Persons on customary terms and in the ordinary course of business;


 


(l)              to
the extent required by applicable Law, the sale or other disposition of a nominal amount of Equity Interests in any Subsidiary on terms
reasonably acceptable to Administrative Agent in order to qualify members of the board of directors or similar governing body of such
Subsidiary;


 


(m)            a
disposition consisting of or subsequent to a total loss or constructive loss of Property (including any such loss occurring as a result
of condemnation, eminent domain or transfer in lieu thereof); provided the proceeds of any loss are prepaid to the extent required by
Section 2.8(b);


 


(n)           dispositions
that constitute Investments permitted by Section 7.4, Permitted Liens permitted by Section 7.2 and Restricted
Payments permitted by Section 7.5;


 


(o)           terminations
of leases, subleases, software licenses or software sublicenses, the Disposition or termination of which will not materially interfere
with the business of the Borrower and its Subsidiaries;


 


(p)             the
surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims in the ordinary course of business;


 


(q)             the
unwinding of any Hedge Agreement;


 


(r)             any
swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater fair market value
and usefulness to the business of the Loan Parties and their Subsidiaries as a whole, as determined in good faith by the Borrower; provided
that the aggregate fair market value of assets constituting Collateral that are exchanged for other assets not constituting Collateral
pursuant to this clause (r) shall not exceed $7,000,000 over the term of this Agreement;


 


(s)             other
sales or dispositions in an aggregate amount not to exceed $5,000,000 in any fiscal year;


 


(t)             any
grant of an option to purchase, lease or acquire property in the ordinary course of business, so long as the disposition resulting from
the exercise of such option would otherwise be permitted under this Section 7.3;


 


(u)             the
sale, lease, sub-lease, license, sub-license, service agreements, product sales, or consignment of tangible or intangible property of
the Borrower or its Subsidiaries in the ordinary course of business and leases or subleases at market rates of real property permitted
to be disposed of pursuant to clause (b) for which rentals are paid on a periodic basis over the term thereof;


 






    93 


     


    

 


(v)             cancellations
of any intercompany Indebtedness among the Loan Parties;


 


(w)             the
disposition by any Subsidiary of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to the
Borrower or to another Subsidiary; provided that a Guarantor may make such disposition only to the Borrower or another Guarantor;
and


 


(x)           the
disposition by any Subsidiary which is not a Loan Party of all or substantially all its assets to the Borrower or another Subsidiary.


 


Section 7.4            Advances, Investments,
and Loans. Make an Investment except that this Section 7.4 shall not prevent:


 


(a)             receivables
created in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;


 


(b)             Investments
in Cash Equivalents;


 


(c)            Investments
(including debt obligations and Equity Interests) received (i) in connection with the bankruptcy or reorganization of suppliers,
customers and other account debtors, (ii) in settlement of delinquent obligations of, and other disputes with, customers, suppliers
and other account debtors, (iii) upon foreclosure with respect to any secured Investment or other transfer of title with respect
to any secured Investment or (iv) as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes,
in each case in the ordinary course of business;


 


(d)             the
Loan Parties’ existing Investments in their respective Subsidiaries on the Closing Date;


 


(e)             intercompany
Investments made from time to time after the Closing Date (i) by a Loan Party to another Loan Party, (ii) by any non-Loan Party
to another non-Loan Party, (iii) by any non-Loan Party to any Loan Party; or (iv) by a Loan Party to any non-Loan Party in an
aggregate amount of all Investments made under this clause (iv) not to exceed $5,000,000 at any one time outstanding;


 


(f)           (i) Permitted
Acquisitions and (ii) Investments consisting of cash earnest money deposits in connection with a Permitted Acquisition or other Investment
permitted hereunder;


 


(g)             the
Closing Date Transactions;


 


(h)             (i) loans
and advances to directors, officers, members of management or employees of the Loan Parties and their Subsidiaries made in the ordinary
course of business (including any refinancing of such loans) in an aggregate amount not to exceed $2,800,000 at any time outstanding and
(ii) non-cash loans and advances to directors, officers, members of management or employees of the Loan Parties and their Subsidiaries
for the purpose of purchasing Equity Interests in the Borrower or any direct or indirect parent of the Borrower, only to the extent that
the proceeds of such purchase are promptly contributed by such direct or indirect parent, as applicable, to the Borrower as cash common
equity;


 






    94 


     


    

 


(i)            to
the extent constituting Investments, deposits, prepayments or other credits to suppliers made in connection with obtaining, maintaining
or renewing client and customer contracts or in the form of advances made to distributors, suppliers, licensors and licensees, in each
case, in the ordinary course of business;


 





(j)              Investments
received in lieu of cash in connection with any disposition permitted under Section 7.3(g);


 


(k)             to
the extent constituting an Investment and not otherwise permitted by this Section 7.4, mergers, consolidations, dispositions
and other transactions expressly permitted by Section 7.3 other than Section 7.3(n);


 


(l)              Investments
in Hedge Agreements permitted under Section 7.1(b);


 


(m)             Guarantees
permitted under Section 7.1;


 


(n)            (i) Investments
existing on the Closing Date and set forth on Schedule 7.4 and (ii) Investments consisting of any modification, replacement,
renewal, reinvestment or extension of any such Investment permitted pursuant to Section 7.4(n)(i); provided that the
amount of any Investment permitted pursuant to this Section 7.4(n)(ii) is not increased from the original amount of such
Investment on the Closing Date (except to the extent any increased amount in excess of the original Investment is otherwise permitted
by this Section 7.4);


 


(o)              Investments
in Joint Ventures and other minority investments not to exceed $10,000,000 in the aggregate at any time outstanding


 


(p)             other
Investments in addition to those otherwise permitted by this Section 7.4 so long as (i) at the time of making such Investment,
no Event of Default shall have occurred and be continuing or would result therefrom and (ii) on a Pro Forma Basis, immediately after
giving effect to the making of such Investment (together with any related issuance or incurrence of Indebtedness) as if such Investment
had been made on the first day of the applicable period, (A) the Loan Parties shall be in compliance with Section 7.7
recomputed for the most recent LTM Period and (B) the Consolidated Total Net Leverage Ratio recomputed as of the last day of the
most recent LTM Period does not exceed 2.50:1.00;


 


(q)            other
Investments in addition to those otherwise permitted by this Section 7.4 in an amount not to exceed $10,000,000 in the aggregate
at any one time outstanding;


 


(r)              (i) Guarantee
obligations of the Borrower or any Subsidiary in respect of letters of support, guarantees or similar obligations issued, made or incurred
for the benefit of the Borrower or any Subsidiary in the ordinary course of business to the extent required by law or in connection with
any statutory filing or the delivery of audit opinions performed in jurisdictions other than within the United States and (ii) performance
Guarantees of the Borrower or any Subsidiary primarily guaranteeing performance of contractual obligations of the Borrower or any Subsidiary
in the ordinary course of business to a third party and not primarily for the purposes of guaranteeing payment of Indebtedness;


 


(s)              Investments
in respect of Hedge Agreements entered into in the ordinary course of business and not for speculative purposes;


 






    95 


     


    

 


(t)           to
the extent constituting Investments, advances in respect of transfer pricing, cost-sharing arrangements (i.e., “cost-plus”
arrangements) and associated “true-up” payments that are (i) in the ordinary course of business and consistent with the
historical practices of the Borrower and its Subsidiaries and (ii) funded not more than 120 days in advance of the applicable transfer
pricing and cost-sharing payment;


 





(u)              Investments
consisting of any deferred portion (including promissory notes and non-cash consideration) of the sales price received by the Borrower
or any Subsidiary in connection with any disposition permitted under Section 7.3;


 


(v)           Investments
funded with equity proceeds of Qualified Equity Interests or capital contributions paid in respect of the Equity Interests of Holdings
(or a Parent Company) and contributed as cash common equity to the Borrower, in each case, that are not the proceeds of a Cure Amount
and which have not otherwise been applied for another purpose.


 


Section 7.5             Restricted
Payments. Declare or make any Restricted Payments; except that:


 


(a)            each
Subsidiary of the Borrower may make Restricted Payments to any Person that owns Equity Interests 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)             Holdings
and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person;
and


 


(c)            Holdings
and each Subsidiary may purchase or cause to be purchased (and the Borrower may make Restricted Payments to Holdings in amounts to enable
it to purchase) the Equity Interests of Holdings or such Subsidiary from present or former directors, officers, members of management
or employees of Holdings or any such Subsidiary, their estates, spouses, former spouses and their heirs upon and after the death, disability
or termination of employment of such Person in an aggregate amount not to exceed $5,000,000 in any fiscal year;


 


(d)             Holdings
may make (and the Borrower may make payments to Holdings to enable it to make) cash payments in lieu of the issuance of fractional shares
in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Holdings;


 


(e)             after
the Closing Date, Holdings and each Subsidiary may make (and the Borrower may make payments to Holdings to enable it to make) other Restricted
Payments in addition to those otherwise permitted by this Section 7.5 in an amount not to exceed $8,000,000 in the aggregate
in any fiscal year (or with respect to the period from the Closing Date through the end of the fiscal year ending December 31, 2021,
$3,600,000); provided that (i) no Event of Default shall exist or would result therefrom and (ii) after giving effect
to such Restricted Payment (including any incurrence of Indebtedness in connection therewith) on a Pro Forma Basis, the Loan Parties shall
be in compliance with the financial covenants in Section 7.7 recomputed as of the last day of the most recent LTM Period;


 


(f)            Holdings
may repurchase (and the Borrower may make payments to Holdings to enable it to repurchase) through a “cashless exercise” Equity
Interests upon the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Holdings
if such Equity Interests netted for such repurchase represent all the exercise price of such warrants, options or other securities convertible
into or exchangeable for Equity Interests;


 






    96 


     


    

 


(g)             Holdings
and each Subsidiary may make (and the Borrower may make payments to Holdings to enable it to make) other Restricted Payments in addition
to those otherwise permitted by this Section 7.5; provided that (i) no Event of Default shall exist or would
result therefrom and (ii) after giving effect to such Restricted Payment (including any incurrence of Indebtedness in connection
therewith) on a Pro Forma Basis, (A) the Loan Parties shall be in compliance with Section 7.7 recomputed as of the last
day of the most recent LTM Period and (B) the Consolidated Total Net Leverage Ratio recomputed as of the last day of the most recent
LTM Period does not exceed 2.50:1.00;


 










(h)            (i) the
Borrower and its Subsidiaries may make cash distributions to Holdings, in the amounts necessary to enable Holdings to make Permitted Tax
Payments, and (ii) the Borrower and its Subsidiaries may make cash distributions to Holdings, and Holdings may in turn make cash
distributions to Parent, in the amounts necessary to enable Parent to make Permitted Tax Payments;


 


(i)             the
Borrower may declare and directly or indirectly pay cash dividends and distributions to Holdings for redistribution to any direct or indirect
parent thereof (x) for customary and reasonable out-of-pocket expenses, legal and accounting fees and expenses and overhead of such
Person incurred in the ordinary course of business to the extent attributable to the business of the Borrower and its Subsidiaries and
(y) to effect the payments contemplated by Section 7.6(f);


 


(j)            so
long as no Event of Default shall have occurred and be continuing or would immediately thereafter result therefrom, the Borrower may make
distributions to Holdings or any direct or indirect parent of Holdings to pay reasonable directors’ fees, expenses and indemnities
owing to directors of Holdings or any direct or indirect parent of Holdings, and to pay customary and reasonable salary and bonuses of
any officers or employees of Holdings or any direct or indirect parent of Holdings, in each case, (i) to the extent incurred in the
ordinary course of business, (ii) to the extent related to the parent entity’s ownership of the Borrower and its Subsidiaries
and (iii) in order to permit such parent entity to make such payments;


 


(k)             if
the Investors or their Affiliates shall have made direct or indirect cash equity contributions to the Borrower to fund any Permitted Acquisitions,
and such Permitted Acquisition or expenditure is not made within ten (10) Business Days after receipt of such equity contributions,
the Borrower may return such equity contributions to such Investors or their Affiliates either directly or indirectly by distribution
to Holdings for redistribution to any Parent Company to effect such return of contributions;


 


(l)            to
the extent constituting a Restricted Payment, the issuance of Disqualified Equity Interests to the extent not prohibited by Section 7.1;
and


 


(m)             the
payment of any dividend or other distribution or the consummation of any irrevocable redemption within sixty (60) days after the date
of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration
or notice, the dividend or other distribution or redemption payment would have complied with the provisions of this Section 7.5.


 


To the extent that Holdings or its Subsidiaries
are permitted to make any Restricted Payments pursuant to this Section 7.5, the same may be made as a loan or advance to the
recipient thereof, and in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may
be made by Holdings and its Subsidiaries in respect thereof.


 






    97 


     


    

 


Section 7.6            Contracts
with Affiliates. Enter into any contract, agreement or business arrangement with any of its Affiliates (other than any Loan Party
or Subsidiary of a Loan Party) on terms and conditions which are less favorable to such Loan Party or such Subsidiary than would be usual
and customary in similar contracts, agreements or business arrangements between Persons not affiliated with each other, or make any payment
of any management, advisory, casualty or similar fees to any Investor or any other Affiliate of Holdings or any of its Subsidiaries (other
than any Loan Party or a Subsidiary of a Loan Party); provided, however, that the foregoing shall not operate to prevent:


 


(a)             transactions
and arrangements (including with respect to fee reimbursements and indemnities) with Affiliates otherwise permitted by this Agreement;


 


(b)            the
Closing Date Transactions and the payment of fees and expenses related to the Closing Date Transactions on or about the Closing Date to
the extent disclosed in writing to the Administrative Agent prior to the Closing Date;


 


(c)             the
issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Affiliate of the Borrower (including
any Person that becomes an Affiliate as a result of such issuance or transfer) or any former, current or future officer, director, members
of management, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees
of any of the foregoing) of any Loan Party or any of its Subsidiaries;


 


(d)             Restricted
Payments permitted by Section 7.5;


 


(e)           employment
and severance arrangements, agreements in respect of expense reimbursement, fees and indemnification and confidentiality agreements between
the Loan Parties, their Subsidiaries and their respective directors, officers, members of management and employees in the ordinary course
of business and transactions pursuant to stock option, profits interest and other equity plans and employee benefit plans and arrangements
and any expense reimbursement obligations owing by any Loan Party or their respective Subsidiaries to Parent or any Investor or any of
their respective directors, officers, members of management and employees in the ordinary course of business;


 


(f)            (i) so
long as no Specified Event of Default shall exist or would result therefrom, the Borrower and its Subsidiaries may pay management fees
to ATN pursuant to the Management Agreement; provided, that any management fees accrued under the Management Agreement and not
paid pursuant to this Section 7.6(f)(i) in a fiscal year shall be permitted to be paid in any subsequent fiscal year,
subject to the other terms of this Agreement (for the avoidance of doubt, nothing herein shall prohibit the accrual of any such fees under
the terms of the Management Agreement), and (ii) the Borrower and its Subsidiaries may reimburse reasonable out-of-pocket costs and
expenses and make customary indemnification payments to ATN and/or its Affiliates, in each case required to be paid pursuant to the Management
Agreement (it being understood and agreed that any costs and expenses or payments that would be required to be reimbursed to ATN pursuant
to the Management Agreement but are instead paid directly to a third party Affiliate shall for purposes hereof be deemed to be paid to
such agreement) (for the avoidance of doubt, it being understood and agreed that such amounts in the case of this Section 7.6(f)(ii) may
be paid at any time regardless of whether a Default or Event of Default has occurred and is continuing hereunder);


 


(g)            transactions
and arrangements with ATN and/or its Affiliates that, when such transactions and arrangements (including unrelated transactions and arrangements)
are taken as a whole, are not are not less favorable to such Loan Party or such Subsidiary than would be usual and customary in similar
contracts, agreements or business arrangements between Persons not affiliated with each other;


 






    98 


     


    

 


(h)          any
such transaction involving payments that are less than $500,000 in the aggregate for such transaction;


 


(i)             (i) intellectual
property licenses and (ii) intercompany intellectual property licenses and research and development agreements, in each case of this
clause (i), entered into in the ordinary course of business.


 


Section 7.7          Financial
Covenants.


 


(a)          Consolidated
Total Net Leverage Ratio. Permit the Consolidated Total Net Leverage Ratio as of the last day of each fiscal quarter of Holdings ending
during the periods specified below to be greater than:


 


	From and Including  	To and Including 	Consolidated Total Net 

Leverage Ratio Shall

 Not Be Greater Than:
	The fiscal quarter ending December 31, 2021	The fiscal quarter ending March 31, 2024	4.00:1.00
	The fiscal quarter ending June 30, 2024	Each fiscal quarter ending thereafter	3.75:1.00


 


(b)          Consolidated
Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the last day of each fiscal quarter of Holdings
beginning with the fiscal quarter ending December 31, 2021 to be less than 1.25:1.00.


 


Section 7.8         Limitation
on Restrictions. Create or otherwise cause or suffer to exist or become effective any restriction on the ability of any such
Loan Party or Subsidiary to (i) pay dividends or make any other distributions on any Equity Interests owned by a Loan Party or any
Subsidiary, (ii) pay or repay any Indebtedness owed to any Loan Party or any Subsidiary, (iii) make loans or advances to any
Loan Party or any Subsidiary, (iv) transfer any of its Property to any Loan Party or any Subsidiary, (v) encumber or pledge
any of its assets to or for the benefit of the Administrative Agent, or (vi) guaranty the Secured Obligations; provided that,
the foregoing shall not prevent:


 


(a)             restrictions
contained in any Loan Document;


 


(b)            restrictions
binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary or is acquired in connection with a Permitted Acquisition,
so long as, in each case, such restrictions were not entered into in contemplation of such Permitted Acquisitions;


 


(c)            customary
restrictions that arise in connection with any disposition permitted by Section 7.3 applicable pending such disposition solely
to the assets (including Equity Interests) subject to such disposition;


 






    99 


     


    

 


(d)          negative
pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.1(d) but solely to
the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products
thereof;


 


(e)           customary
restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to
the assets subject thereto;


 


(f)           customary
provisions restricting assignment of any agreement entered into in the ordinary course of business;


 


(g)         customary
restrictions arising in connection with cash or other deposits permitted under Section 7.1;


 


(h)            restrictions
that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction
over any Loan Party or any Subsidiary;


 


(i)            any
restriction on the ability of a Loan Party to encumber or pledge any of its assets to or for the benefit of the Administrative Agent which
is set forth in any instrument governing Indebtedness assumed in connection with a Permitted Acquisition, which restriction is not applicable
to any Person, or the properties of any Person, other than the Person or the properties of a Person so acquired or the properties so acquired;


 


(j)            customary
restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents,
joint venture agreements and other similar agreements in respect of joint ventures entered into in the ordinary course of business that
prohibit or restrict the pledge or transfer of ownership interests in the relevant joint venture; and


 


(k)           any
other restriction imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing
of any contract, instrument or obligation referred to in clauses (a) through (j) above; provided that no
such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith
judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such
amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.


 


Section 7.9            Restrictions
or Changes and Amendments. (a) Change its accounting policies, fiscal year or fiscal quarters from its present basis except
to the extent required by GAAP, (b) without providing written notice to the Administrative Agent at least ten (10) days following
(or such longer period as the Administrative Agent may agree) any, change the legal name, chief executive office, jurisdiction of formation
or form of entity of any Loan Party, (c) amend or change its Organization Documents, the Closing Date Merger Agreement or the Management
Agreement in each case in a manner materially adverse to the Lenders, it being understood that an increase in the management fees payable
to ATN under the Management Agreement shall be materially adverse to the Lenders, (d) amend or change any other Material Agreement
in a manner that could reasonably be expected to have a Material Adverse Effect, or (e) amend or modify any Indebtedness subject
to subordination provisions for the benefit of Administrative Agent and Lenders in a manner prohibited by the applicable intercreditor
or subordination agreement.


 






    100 


     


    

 



 


Section 7.10     Change
in the Nature of Business. Engage in any business or activity if as a result the general nature of the business of such Loan Party
or any of its Subsidiaries would be changed in any material respect from the general nature of the business engaged in by it as of the
Closing Date other than any business or activity that is reasonably similar, complementary or ancillary to the general nature of the business
engaged by it as of the Closing Date.


  


Section 7.11     Use
of Proceeds. (a) Use the proceeds of any Credit Event, whether directly or indirectly, and whether immediately, incidentally
or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the
purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose; (b) directly or indirectly,
use any Credit Event or the proceeds of any Credit Event, or lend, contribute or otherwise make available such Credit Event or the proceeds
of any Credit Event to any Person, to fund any activities of or business with any Person, or in any jurisdiction subject to Sanctions
Programs, that, at the time of such funding, is the subject of Sanctions Programs, or in any other manner that will result in a violation
by any Person (including any Person participating in the transaction, whether as Lender, a Lead Arranger, the Administrative Agent, the
L/C Issuer or otherwise) of Sanctions Programs; or (c) directly or indirectly, use any Credit Event or the proceeds of any Credit
Event for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar
anti-corruption legislation in other jurisdictions.


 


Section 7.12     Sale
and Leaseback Transactions. Enter into any Sale and Leaseback Transaction other than any Sale and Leaseback Transaction permitted
under Section 7.3 so long as any Indebtedness or Liens arising from the leaseback are otherwise permitted under Sections 7.1
and 7.2, respectively.


 


Section 7.13      Amendments
and Payments of Subordinated Indebtedness and Earnouts .


 


(a)      Make
(or give any notice with respect thereto) any voluntary or optional payment or prepayment of principal or redemption or acquisition for
value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for
the purpose of paying when due), refund, refinance or exchange of, or make any payment (in cash, in kind, by accrual and addition to the
stated value thereof or otherwise) of interest with respect to, any Indebtedness that is subordinated to the Secured Obligations, other
than (i) any prepayment, redemption, purchase, defeasance, cancellation or other satisfaction of any such Indebtedness to the extent
cashless and made in the form of (A) substitute Permitted Refinancing of such Indebtedness or (B) unless such Indebtedness is
owed to a Loan Party by a Subsidiary that is not a Loan Party, forgiveness of such Indebtedness; (ii) the conversion of any Indebtedness
to Equity Interests (other than Disqualified Equity Interests) of Holdings, (iii) any payment of interest in kind, and (iv) any
other payment, prepayment, redemption, purchase, defeasance, cancellation or other satisfaction of such Indebtedness so long as (A) at
the time of making such prepayment, redemption, purchase, defeasance, cancellation or other satisfaction, no Event of Default shall have
occurred and be continuing or would result therefrom and such payment is made in compliance with any subordination terms pertaining thereto
and (B) on a Pro Forma Basis, immediately after giving effect to the making of such prepayment, redemption, purchase, defeasance,
cancellation or other satisfaction, the Loan Parties shall be in compliance with the covenants in Section 7.7 recomputed as
of the last day of the most recent LTM; provided that no payment of any kind in respect of any Subordinated Debt shall be made
to the extent not otherwise permitted pursuant the subordination terms pertaining thereto.


 


(b)     Amend,
modify or change (or permit the amendment, modification or change of) any of the terms or provisions of any of any Indebtedness that is
subordinated to the Obligations in a manner that is material and adverse to the Lenders or in a manner not permitted by the subordination
terms applicable thereto.


 






    101 


     


    




 


(c)        Make
any payment with respect to any earn-out obligations and other earnouts or similar deferred payment obligations of a similar nature incurred
in connection with Permitted Acquisitions or other Investments, other than payments in respect of such obligations so long as (i) no
Event of Default has occurred and is continuing or would immediately arise after giving effect thereto and such payment is made in compliance
with any subordination terms pertaining thereto and (ii) after giving pro forma effect to such payment, the Loan Parties shall be
in compliance on a pro forma basis with the covenants set forth in Section 7.7 recomputed for the most recent LTM Period.


  


Section 7.14     Limitations
on Holdings. Holdings shall not (a) hold any assets other than the Equity Interests of the Borrower or cash or property received
in connection with Restricted Payments made in accordance with Section 7.5 pending application thereof by Holdings, (b) have
any material liabilities other than (i) the liabilities under the Loan Documents and the Closing Date Merger Agreement, (ii) tax
liabilities in the ordinary course of business, (iii) loans and advances permitted under Section 7.4 and (iv) corporate,
administrative and operating expenses in the ordinary course of business or (c) engage in any business other than (i) consummating
the Closing Date Merger and thereafter owning the Equity Interests of Alaska Communications Systems Group and activities incidental or
related thereto, (ii) acting as a party to the Loan Documents and pledging its assets to the Administrative Agent, for the benefit
of the Lenders, pursuant to the Collateral Documents to which it is a party, (iii) direct or indirect ownership of the Equity Interests
of the Borrower and the Subsidiaries, (iv) activities incidental to the maintenance of its organizational existence (including the
ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors,
managers and employees and those of its Subsidiaries), (v) performance of its obligations under the Loan Documents to which it is
a party, (vi) the participation in tax, accounting and other administrative matters as a member of a consolidated, combined or similar
group of companies including the Loan Parties, including compliance with applicable Laws and legal, tax and accounting matters related
thereto and activities relating to its officers, directors, managers and employees, (vii) the performance of obligations under and
compliance with its Organizational Document or any applicable Law, (viii) the incurrence and payment of its operating and business
expenses and any Taxes for which it may be liable, (ix) the making of Investments and dispositions to the extent not prohibited by
this Agreement and the making of Restricted Payments to the extent not prohibited by this Agreement, (x) the issuance, sale or repurchase
of its Equity Interests and the receipt of capital contributions as and to the extent not prohibited by this Agreement (including in respect
of Cure Amounts), (xi) purchasing Qualified Capital Stock of the Borrower, (xii) making capital contributions to the Borrower,
(xiii) activities otherwise expressly permitted by this Agreement, (xiv) the entry into and performance of its obligations with
respect to contracts and other arrangements in connection with businesses and activities permitted under this Section 7.14,
including the providing of indemnification to officers, managers, directors and employees and (xv) activities incidental to the businesses
or activities described in clauses (i)-(xiv) above.


 


Section 7.15     Communications
Authorizations. No Loan Party shall (i) operate its businesses other than in accordance in all material respects with the
Communications Laws and FCC Authorizations and PUC Authorizations, (ii) fail to file any material report or application or pay any
material regulatory, filing or franchise fee pertaining to the business which is required under the Communications Laws to be filed with
or paid to the FCC, any PUC or any other Governmental Authority except for any such failure that could not reasonably be expected to have
a Material Adverse Effect or (iii) knowingly take any action that would or could cause the FCC, any PUC or any other Governmental
Authority, to institute any proceedings for the cancellation, revocation, non-renewal or material adverse modification of any of the FCC
Authorizations or PUC Authorizations or knowingly take or permit to be taken any other action within its reasonable control that would
or reasonably could be expected to result in material non-compliance with the requirements of the Communications Laws if, in any case,
to take or permit to be taken any such action could reasonably be expected to have a Material Adverse Effect.


 






    102 


     


    




 


SECTION 8    Events
of Default and Remedies.


 


Section 8.1     Events
of Default. Any one or more of the following shall constitute an “Event of Default” hereunder:


 


(a)     any
Loan Party fails to pay (i) when and as required to be paid herein and in the currency required hereunder, any amount of principal
of any Loan or any L/C Obligation, (ii) within three (3) days after the same becomes due, any interest on any Loan or on any
L/C Obligation, or any fee due hereunder or fails to deposit any funds as Cash Collateral in respect of L/C Obligations or (iii) within
five (5) days after the same becomes due, or any other amount payable hereunder or under any other Loan Document;


 


(b)     any
default in the observance or performance of any covenant set forth in Sections 6.1(a), 6.1(b), 6.1(c), 6.1(e) (solely
with respect to a notice of Default or Event of Default), 6.7(a) (solely with respect to the Loan Parties), 6.8, 6.9
or Section 7; provided, that an Event of Default under Section 7.7 shall be subject to cure pursuant to
Section 8.4 in accordance with the terms thereof;


 


(c)     any
default in the observance or performance of any other provision hereof or of any other Loan Document which is not remedied within thirty
(30) days after written notice of such default is given to the Borrower by the Administrative Agent;


 


(d)      any
representation or warranty made herein or in any other Loan Document or in any certificate delivered to the Administrative Agent or the
Lenders pursuant hereto or thereto or in connection with any transaction contemplated hereby or thereby proves untrue in any material
respect as of the date of the issuance or making or deemed making thereof and, in the case only of any representation or warranty made
after the Closing Date that is capable of being cured, such representation or warranty shall continue to remain untrue in any material
respect for a period of thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent;


 


(e)      (i) any
of the Loan Documents shall for any reason not be or shall cease to be in full force and effect (other than in accordance with its terms)
or is declared to be null and void, or (ii) any of the Collateral Documents shall for any reason fail to create a valid and perfected
first priority Lien (subject to Permitted Liens) in favor of the Administrative Agent in any Collateral purported to be covered thereby
(other than as a result of any omission or inaction by the Administrative Agent) except as expressly permitted by the terms thereof or
the terms of this Agreement, or (iii) any Loan Party takes any action for the purpose of terminating, repudiating or rescinding any
Loan Document executed by it or any of its obligations thereunder;


 


(f)    any
Loan Party or Subsidiary of a Loan Party (i) fails to make a payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) and such payment is not made within any applicable grace period, in respect of any Indebtedness having
an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any
combined or syndicated credit agreement or indenture) for purposes of this clause (i) in excess of the Threshold Amount (other
than Indebtedness hereunder) or (b) fails to observe or perform any other agreement or condition relating to any such Indebtedness
in excess of the Threshold Amount or contained in any instrument or agreement, securing or relating thereto, or any other event occurs,
the effect of which default or other event 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 if required, such Indebtedness to become immediately due and
payable, repurchase, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem
such Indebtedness to be made, prior to its stated maturity; provided that this paragraph (f) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary Disposition of, or a casualty or condemnation event in respect of, the property
securing such Indebtedness if such Disposition or casualty or condemnation event is permitted hereunder;


 






    103 


     


    







 


(g)           any
final judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, shall be entered
or filed against any Loan Party or Subsidiary of a Loan Party, or against any of its Property, in an aggregate amount in excess of the
Threshold Amount (except to the extent covered by independent third-party insurance pursuant to which the insurer has been notified of
the claim and does not dispute coverage and except to the extent covered by an appeal bond, for which such Loan Party has established
in accordance with GAAP a cash or Cash Equivalent reserve in the amount of such judgment, writ or warrant), and which remains undischarged,
unvacated, unbonded or unstayed for a period of sixty (60) days, or any action shall be legally taken by a judgment creditor to attach
or levy upon any Property of any Loan Party to enforce any such judgment;


 


(h)           the
occurrence of (i) an ERISA Event with respect to a Plan or a Multiemployer Plan that has resulted in or could reasonably be expected
to result in a Material Adverse Effect, or (ii) any event that could reasonably be expected to result in the imposition of a Lien
under Sections 430(k) or the Code or Section 303 or 4068 of ERISA on any assets of a Loan Party or a Subsidiary of a Loan Party
which could reasonably be expected to result in a Material Adverse Effect;


 


(i)           any
Change of Control shall occur;


 


(j)           any
Loan Party or Subsidiary of a Loan Party shall (i) have instituted against it any proceeding under any Debtor Relief Law without
its consent and such proceeding continues undismissed or unstayed for a period of sixty (60) days, or an order for relief is entered in
any such proceeding, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make
an assignment for the benefit of creditors, (iv) apply for, seek, consent to or acquiesce in, the appointment of a receiver, custodian,
trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking
to have entered against it an order for relief under any Debtor Relief Law to adjudicate it bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any Debtor Relief Law, or make
a proposal to its creditors or file notice of its intention to do so, or fail to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (vi) take any action in furtherance of any matter described in clauses (i) through
(v) above, or (vii) fail to contest in good faith any appointment or proceeding described in Section 8.1(k);


 


(k)          a
custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for any Loan Party, or any substantial part
of any of its Property, or a proceeding described in Section 8.1(j)(v) shall be instituted against any Loan Party, and
such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 days;


 


(l)          any
federal, state or local Governmental Authority takes any action which would reasonably be expected to result in the expropriation or condemnation
of all or any substantial portion of the assets of Borrower, any other Loan Party, or any other Subsidiaries of Borrower, and such action
could reasonably be expected to result in a Material Adverse Effect;


 






    104 


     


    

 


(m)        any
FCC Authorization or PUC Authorization that is material to the business of the Borrower and its Subsidiaries shall be cancelled, expired,
revoked, terminated, rescinded, annulled, suspended, or modified or shall no longer be in full force and effect, except as could not reasonably
be expected to have a Material Adverse Effect;


 


(n)        any
uninsured damage to or loss, theft or destruction of any assets of the Loan Parties or any of their Subsidiaries shall occur that is in
excess of the Threshold Amount (excluding customary deductible thresholds established in accordance with historical past practices); or


 


(o)        the
Obligations ceasing or the assertion in writing by any Loan Party that the Obligations cease to constitute “senior obligations”
(or analogous term) under any subordination or intercreditor agreement or any subordination or intercreditor provisions of any document
or instrument evidencing the applicable Indebtedness (collectively, “Subordination Provisions”), or any Subordination
Provisions being invalidated or otherwise ceasing, for any reason, to be valid, binding and enforceable obligations of the parties thereto
or obligated thereon, in each case, with respect to any Indebtedness in excess of $2,000,000 that is contractually subordinated to the
Obligations.


 


Section 8.2    Non-Bankruptcy
Defaults. When any Event of Default exists other than those described in Sections 8.1(j) or 8.1(k),
the Administrative Agent shall, by written notice to the Borrower: (a) if so directed by the Required Lenders, terminate the remaining
Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which may be the date thereof); (b) if
so directed by the Required Lenders, declare the principal of and the accrued interest on all outstanding Loans to be forthwith due and
payable and thereupon all outstanding Loans, including both principal and interest thereon, shall be and become immediately due and payable
together with all other amounts payable under the Loan Documents without further demand, presentment, protest or notice of any kind; and
(c) if so directed by the Required Lenders, demand that the Borrower immediately Cash Collateralize 102.0% of the then outstanding
amount of all L/C Obligations, and the Borrower agrees to immediately provide such Cash Collateral and acknowledges and agrees that the
Lenders would not have an adequate remedy at law for failure by the Borrower to honor any such demand and that the Administrative Agent,
for the benefit of the Lenders, shall have the right to require the Borrower to specifically perform such undertaking whether or not any
drawings or other demands for payment have been made under any Letter of Credit. The Administrative Agent, after giving notice to the
Borrower pursuant to Section 8.1(c) or this Section 8.2, shall also promptly send a copy of such notice to
the other Lenders, but the failure to do so shall not impair or annul the effect of such notice.


 


Section 8.3       Bankruptcy
Defaults. When any Event of Default described in Sections 8.1(j) or 8.1(k) exists, then all outstanding
Obligations shall immediately and automatically become due and payable together with all other amounts payable under the Loan Documents
without presentment, demand, protest or notice of any kind (each of which is hereby waived by the Borrower), the Commitments and all other
obligations of the Lenders to extend further credit pursuant to any of the terms hereof shall immediately and automatically terminate
and the Borrower shall immediately Cash Collateralize 102.0% of the then outstanding amount of all L/C Obligations, the Borrower acknowledging
and agreeing that the Lenders would not have an adequate remedy at law for failure by the Borrower to honor any such demand and that the
Lenders, and the Administrative Agent on their behalf, shall have the right to require the Borrower to specifically perform such undertaking
whether or not any draws or other demands for payment have been made under any of the Letters of Credit.


 






    105 


     


    

 


Section 8.4     Equity
Cure.


 


(a)      Notwithstanding
anything to the contrary contained in Section 8.1, in the event that the Borrower fails (or, but for the operation of this
Section 8.4, would fail) to comply with the requirements of the covenants set forth in Section 7.7 as of the end
of any fiscal quarter, then until the expiration of the tenth (10th) Business Day subsequent to the date the Compliance Certificate
calculating the covenants set forth in Section 7.7 is required to be delivered pursuant to Section 6.1(c) for
such fiscal quarter, Holdings shall have the right to issue Equity Interests (which Equity Interests will be common Equity Interests),
indirectly through Parent, to the Investors for cash, or otherwise receive cash contributions to its capital from the Investors, and,
in each case, to contribute any such cash as common equity to the capital of the Borrower (collectively, the “Cure Right”).
During such 10-Business Day period, the Administrative Agent and the Lenders agree that no actions may be taken in respect of the exercise
of remedies under Sections 8.2 or 8.3 or under any other provision of this Agreement or any other Loan Document solely in
respect of such failure to comply with the requirements set forth in Section 7.7. Upon the receipt by the Borrower of such
cash (the “Cure Amount”), the Borrower shall recalculate the covenants set forth in Section 7.7 giving
effect to the following pro forma adjustments:


  


(i)            Consolidated
EBITDA shall be increased for such fiscal quarter, solely for the purpose of measuring the covenants set forth in Section 7.7,
and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and


 


(ii)            if,
after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the covenants set
forth in Section 7.7, the Borrower shall be deemed to have satisfied the requirements of the covenants set forth in Section 7.7
as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and
the applicable breach or default of the covenant set forth in Section 7.7 that had occurred shall be deemed cured for the
purposes of this Agreement.


 


(b)       Notwithstanding
anything herein to the contrary, (i) the Cure Right shall not be exercised in more than two (2) fiscal quarters during each
four (4) fiscal quarter period, (ii) the Cure Amount shall be no greater than the amount required for purposes of complying
with the applicable financial covenants in Section 7.7, (iii) no Indebtedness repaid with the proceeds of an equity issuance
or contribution effected in connection with the exercise of a Cure Right pursuant to this Section 8.4 shall be deemed repaid
for the purposes of calculating the applicable financial covenants specified in Section 7.7 for the fiscal quarter for which
the cure is being exercised; provided, that any such Indebtedness repaid shall be taken into account for purposes of calculating
the applicable financial covenants specified in Section 7.7 for subsequent fiscal quarters following the fiscal quarter during
which such Cure Right is exercised, (iv) the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded
for purposes of determining any available basket under any covenant in Section 7, the calculation of the Applicable Margin
at any time and/or compliance with (or meeting any required threshold under) the financial covenants set forth in Section 7.7
on a Pro Forma Basis for any other purpose of this Agreement, (v) the Cure Right may be exercised no more than five (5) times
during the term of this Agreement and (vi) no Loans shall be required to be repaid with any Cure Amount (provided, that the
Borrower may elect to repay Loans with such proceeds subject to clause (iii) above). For the avoidance of doubt, the Lenders
shall not be required to advance Loans or to permit the Borrower to continue or convert Eurodollar Loans during such time any Defaults
exists that may be cured with the Cure Right, and until it is cured pursuant to the foregoing, an Event of Default shall be deemed to
exist for all other purposes of this Agreement and the Loan Documents.


 






    106 


     


    

 


Section 8.5     Government
Approval. During the continuance of an Event of Default, each Loan Party agrees to use reasonable efforts to assist in obtaining
any approval of the FCC, any applicable PUC and any other Governmental Authority that is then required under the Communications Laws or
other Laws or if the Administrative Agent has commenced the exercise of its rights and remedies under Section 8.2 or Section 8.3,
is required in order to permit the Administrative Agent to exercise its rights and remedies under the Loan Documents. Without limiting
the foregoing, and notwithstanding anything in this Agreement to the contrary, neither the Administrative Agent nor any Lender shall take
any action that would constitute an assignment or transfer of control of any FCC Authorization or PUC Authorization issued to or otherwise
held by any Loan Party if such assignment or transfer of control would require, under the existing law (including Communications Law),
the prior application to and approval of, or notice to, the FCC or PUC, applicable, without first obtaining such application and obtaining
such approval of, or providing the required notice to, the FCC or PUC, notify the FCC or PUC, as applicable, of the consummation of such
assignment or transfer or control (to the extent required to do so).


  


Section 8.6     Appointment
of Receiver. To enforce the provisions of Section 8.5, upon the occurrence and during the continuance of an Event
of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such
receiver shall be instructed to seek from the FCC, applicable PUC or other Governmental Authority approval for an involuntary transfer
of control of each such FCC Authorization, PUC Authorization or other governmental approval for the purpose of seeking a bona fide purchaser
to whom control will ultimately be transferred, subject to the receipt of any approvals required under the Communications Laws for such
transfer (including, if applicable, approvals for the assignment of any FCC Authorization or PUC Authorization to such bona fide purchaser).
Each Loan Party hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and,
if such Loan Party shall refuse to authorize the transfer, its approval may be required by the court. Because each Loan Party agrees that
the Administrative Agent’s remedy at law for failure of such Loan Party to comply with the provisions of this subsection and Section 8.5
would be inadequate and that such failure would not be adequately compensable in damages, such Loan Party agrees that the covenants contained
in this subsection may be specifically enforced, and such Loan Party hereby waives and agrees not to assert any defenses against an action
for specific performance of such covenants.


 


SECTION 9    Change
in Circumstances and Contingencies.


 


Section 9.1     Funding
Indemnity. If any Lender shall incur any loss, cost or expense (including any loss, cost or expense incurred by reason of the
liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or Swing Loan
or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender or by reason of breakage of interest rate swap
agreements, the performance of any foreign exchange contract or the liquidation of other Hedge Agreements or incurred by reason of an
assignment required by Section 11.2(b) and any foreign exchange losses, but excluding any loss of profit) as a result
of:


 


(a)       any
payment, prepayment or conversion of a Eurodollar Loan or Swing Loan on a date other than the last day of its Interest Period,


 


(b)      any
failure (because of a failure to meet the conditions of Section 3 or otherwise) by the Borrower to borrow or continue a Eurodollar
Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Loan or Swing Loan, on the date specified in a notice given pursuant
to Section 2.5(a), other than as a result of the application of Sections 9.2 or 9.3,


 


(c)    any
failure by the Borrower to make any payment of principal on any Eurodollar Loan or Swing Loan when due (whether by acceleration or otherwise),
or


 






    107 


     


    

 


(d)       any
acceleration of the maturity of a Eurodollar Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder, or


  


then, upon the written demand of such Lender,
the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense, including foreign exchange
losses. If any Lender makes such a claim for compensation, it shall provide to the Borrower, with a copy to the Administrative Agent,
a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall
be conclusive absent manifest error.


 


Section 9.2     Illegality.
Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any Change in Law makes it unlawful
for any Lender to make or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated hereby, such Lender
shall promptly give notice thereof to the Borrower and the Administrative Agent and such Lender’s obligations to make or maintain
Eurodollar Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Eurodollar
Loans. The Borrower shall prepay on demand the outstanding principal amount of any such affected Eurodollar Loans, together with all interest
accrued thereon and all other amounts then due and payable to such Lender under this Agreement; provided, however, subject to all
of the terms and conditions of this Agreement, the Borrower may then elect to borrow the principal amount of the affected Eurodollar Loans
from such Lender by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only
from such affected Lender.


 


Section 9.3     Unavailability
of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR.


 


(a)      Temporary
Inability to Determine LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:


 


(i)       the
Administrative Agent determines that deposits in Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar
market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable
means do not exist for ascertaining the applicable LIBOR, or


 


(ii)      the
Required Lenders advise the Administrative Agent that (A) LIBOR as determined by the Administrative Agent will not adequately and
fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (B) that the making or funding
of Eurodollar Loans has become impracticable,


 


then the Administrative Agent shall
forthwith give written notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower
that the circumstances giving rise to such suspension no longer exist, (x) any request for a Eurodollar Loan or for a conversion
to or continuation of a Eurodollar Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each
Eurodollar Loan will automatically, on the last day of the then-current Interest Period relating thereto, become a Base Rate Loan, and
(z) the obligations of the Lenders to make Eurodollar Loans shall be suspended.


 


(b)     Benchmark
Replacement Setting. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall
be deemed not to be a “Loan Document” for purposes of this Section 9.3(b)):


 


(i)            Replacing
USD LIBOR. On March 5, 2021 the Financial Conduct Authority (“FCA“), the regulatory supervisor of USD LIBOR’s
administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot
Next, 1-month, 3-month, 6-month, and 12-month USD LIBOR tenor settings. On the earlier of (A) the date that all Available Tenors
of USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public
statement or publication of information to be no longer representative and (B) the Early Opt-in Effective Date, if the then-current
Benchmark is USD LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in
respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR or Daily Compounded
SOFR, all interest payments will be payable on a quarterly basis.


 






    108 


     


    

  


(ii)           Replacing
Future Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark
for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th)
Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action
or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such
time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.


 


At any time that the
administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been
announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information
to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness
will not be restored, the Borrower may revoke any request for a borrowing of, conversion to, or continuation of Loans to be made, converted,
or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative
Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such
request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the
component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate


 


(iii)           Term
SOFR Reversion. Upon the occurrence of a Term SOFR Transition Event, the Benchmark Replacement will replace the then-current Benchmark
for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th)
Business Day after the date a Term SOFR Notice is provided to the Borrower and the Lenders without any amendment to, or further action
or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such
time, written notice of objection to such Benchmark Replacement from the Borrower or the Lenders comprising the Required Lenders.


 


(iv)        Benchmark
Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, the Administrative
Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of any other party to this Agreement or any other Loan Document.


 






    109 


     


    




 


(v)          Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the
implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination,
decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this
Section 9.3(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest
error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document,
except, in each case, as expressly required pursuant to this Section 9.3(b).


 


(vi)       Unavailability
of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current
Benchmark is a term rate (including Term SOFR or USD LIBOR), then the Administrative Agent may remove any tenor of such Benchmark that
is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may
reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.


 


(vii)       Limitation
of Liability. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect
to, the administration, submission, or any other matter related to LIBOR or any alternative, successor, or replacement rate, including,
without limitation, the implementation of any Benchmark Replacement or any Benchmark Replacement Conforming Changes or whether the composition
or characteristics of any alternative, successor or replacement reference rate will be similar to, or produce the same value or economic
equivalence of, LIBOR or have the same volume or liquidity as did LIBOR prior to its discontinuance or unavailability.


 


Section 9.4     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 with respect to the applicable Reserve Percentage
with respect to any Eurodollar Loans) or the L/C Issuer;


 


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


 


(iii)          impose
on any Lender or the L/C Issuer or the applicable 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;


 






    110 


     


    

 


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 L/C Issuer 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, L/C Issuer or other Recipient hereunder (whether of principal,
interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender,
L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer or other
Recipient, as the case may be, for such additional costs incurred or reduction suffered.


  


(b)        Capital
Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any lending
office of such Lender or such Lender’s or the L/C Issuer’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 L/C Issuer’s capital or on the capital
of such Lender’s or the L/C Issuer’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 Loan held by, such Lender, or the Letters of Credit issued
by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies
and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy and liquidity), then
from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.


 


(c)      Certificates
for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender
or the L/C Issuer or its holding company, as the case may be, as specified in Sections 9.4(a) or 9.4(b) above
and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the
case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof.


 


(d)        Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to this Section 9.4
shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation; provided that
the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to this Section 9.4 for any increased
costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, 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 L/C Issuer’s
intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive,
then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).


 


Section 9.5     Discretion
of Lender as to Manner of Funding. Notwithstanding any other provision of this Agreement, each Lender shall be entitled to fund
and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the purposes
of this Agreement all determinations hereunder with respect to Eurodollar Loans shall be made as if each Lender had actually funded and
maintained each Eurodollar Loan through the purchase of deposits in the applicable interbank market having a maturity corresponding to
such Loan’s Interest Period, and bearing an interest rate equal to LIBOR for such Interest Period.


 






    111 


     


    

 


Section 9.6     Defaulting
Lenders. (a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any
Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by
applicable Law:


  


(i)            Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in the definition of Required Lenders and Section 11.10.


 


(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 Section 8 or otherwise) or received by the
Administrative Agent from a Defaulting Lender pursuant to Section 11.13 shall be applied 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 L/C Issuer or the Swing Line Lender; third,
to Cash Collateralize the L/C Issuer’s or Swing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance
with Section 4.5; 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 to be released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligation with
respect to Loans under this Agreement and (B) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to
such Defaulting Lender with respect to future Swing Loans or Letters of Credit issued under this Agreement in accordance with Section 4.5;
sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or the Swing Line Lender as a result of any judgment
of a court of competent jurisdiction obtained by any Lender, the L/C Issuer 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 may be required under the Loan Documents in connection with
any Lien conferred thereunder or as directed by a court of competent jurisdiction; provided that if (x) such payment is a
payment of the principal amount of any Loans or L/C 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 3.1
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders
on a pro rata basis in accordance with their Percentages under the applicable Credit prior to being applied to the payment of any
Loans of, or L/C Obligations owed to such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C
Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 9.6(a)(iv).
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 9.6(a)(ii) shall be deemed paid to and redirected
by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






    112 


     


    

 


(iii)          Certain
Fees.


 


(A)            No
Defaulting Lender shall be entitled to receive the Commitment Fee or any amendment fees, waiver fees, or similar fees 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 any L/C Participation Fee and amounts owed to it in respect of participating interest in
Swing Loans under Section 2.12(b) for any period during which that Lender is a Defaulting Lender only to the extent allocable
to its Percentage of the stated amount of Letters of Credit and participating interests in Swing Loans for which it has provided Cash
Collateral pursuant to Section 4.5.


 


(C)            With
respect to any fees 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 Letters of Credit or Swing Loans that has been reallocated to such Non-Defaulting Lender pursuant
to clause (iv) below, (y) pay to the Swing Line Lender and to the L/C Issuer, as applicable, the amount of any such fee otherwise
payable to such Defaulting Lender to the extent allocable to the Swing Line Lenders’ or the L/C Issuer’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 L/C Obligations
and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages (calculated without
regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate principal
amount of Revolving Loans and participating interests in L/C Obligations and Swing Loans of any Non-Defaulting Lender to exceed such Non-Defaulting
Lender’s Revolving Credit Commitment. Subject to Section 11.24, 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. If the reallocation described in clause (a)(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 applicable Law, Cash Collateralize the L/C Issuer’s
and Swing Line Lender’s Fronting Exposure in accordance with the procedures set forth in Section 4.5.


 


(b)           Defaulting
Lender Cure. If the Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer 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 Loans to be held on a pro rata basis by the Lenders in accordance with their respective Percentages (without giving effect
to Section 9.6(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.


 






    113 


     


    




 


(c)         New
Swing 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 Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Loan and (ii) the
L/C Issuer 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.


 


SECTION 10     The
Administrative Agent.


 


Section 10.1     Appointment
and Authorization of Administrative Agent. Each Lender and the L/C Issuer hereby appoints Fifth Third Bank to act on its behalf
as the Administrative Agent under the Loan Documents and authorizes the Administrative Agent to take such action as Administrative Agent
on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 10 are solely for
the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have
rights as a third-party beneficiary of any of such provisions, except as provided in Sections 10.7 and 10.13(c). It is understood
and agreed that the use of the term “agent” in this Agreement or in any other Loan Document (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.


 


Section 10.2     Administrative
Agent and Its Affiliates. The Administrative Agent shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise or refrain from exercising such rights and powers as though it were not the Administrative Agent, and the Administrative
Agent 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 banking, trust, financial advisory, or other business with any Loan Party or any Affiliate
of any Loan Party as if it were not the Administrative Agent under the Loan Documents and without any duty to account therefor to the
Lenders. The terms “Lender” and “Lenders”, unless otherwise expressly indicated or unless the context
otherwise clearly requires, includes the Administrative Agent in its individual capacity as a Lender.


 


Section 10.3     Exculpatory
Provisions. (a) 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 and its Related Parties:


 


(i)            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;


 


(ii)            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 any 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 effect a forfeiture, modification or
termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and the Administrative Agent shall in all cases
be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it first receives any further assurances
of its indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it
requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such
action; and


 






    114 


     


    




 


(iii)            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 any Loan Party 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.


 


(b)       Any
instructions 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 11.10) shall be binding
upon all the Lenders. Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken
by the Administrative Agent (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 11.10), or (ii) in the absence of its own gross negligence or willful misconduct as determined
by a court of competent jurisdiction by final and nonappealable judgment. In all cases in which the Loan Documents do not require the
Administrative Agent to take specific action, the Administrative Agent shall be fully justified in using its discretion in failing to
take or in taking any action thereunder. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists,
and shall be deemed not to have knowledge of any Default or Event of Default, unless and until notice describing such Default is given
to the Administrative Agent in writing by the Borrower or a Lender. If the Administrative Agent receives from any Loan Party a written
notice of an Event of Default pursuant to Section 6.1, the Administrative Agent shall promptly give each of the Lenders written
notice thereof.


 


(c)       Neither
the Administrative Agent nor any of its Related Parties shall 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, or any Credit Event, (ii) the
contents of any certificate, report or other document delivered under this Agreement or any other Loan Documents 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, genuineness, value,
worth, or collectability of this Agreement, any other Loan Document or any other agreement, instrument, document or writing furnished
in connection with any Loan Document or any Collateral, or the creation, perfection, or priority of any Lien purported to be created by
this Agreement or any Collateral Documents, or (v) the value or sufficiency of any Collateral, or (vi) the satisfaction of any
condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered
to the Administrative Agent; and the Administrative Agent makes no representation of any kind or character with respect to any such matter
mentioned in this sentence.


 






    115 


     


    




 


(d)        Neither
the Administrative Agent nor any of its Related Parties shall be responsible or have any liability for, or have any duty to ascertain,
inquire into, monitor or enforce, compliance with the provisions of this Agreement relating to Disqualified Lenders. Without limiting
the generality of the foregoing, the Administrative Agent shall not ‎(i) be obligated to ascertain, monitor or inquire as to
whether any Lender or Participant or prospective Lender or Participant is a Disqualified Lender or (ii) have any liability with respect
to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any ‎Disqualified Lender.


 


Section 10.4     Reliance
by 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 L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender
or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer 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. The Administrative Agent may treat the payee
of any Note or any Loan as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed
by such payee in form reasonably satisfactory to the Administrative Agent.


 


Section 10.5     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 Section 10 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 Credits 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 nonappealable judgment that the Administrative Agent
acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


Section 10.6   Non-Reliance
on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer 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 L/C Issuer 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.


 






    116 


     


    

 


Section 10.7     Resignation
of Administrative Agent and Successor Administrative Agent.


  


(a)         The
Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer, 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,
which may be any Lender hereunder or any commercial bank organized under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $200,000,000 and, so long as no Event of Default shall have occurred and be continuing,
such appointment shall be within the Borrower’s consent (which shall not be unreasonably withheld, conditioned 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 Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders)
(the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on
behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided
that in no event shall any successor Administrative Agent be a Defaulting Lender or Disqualified Lender. Whether or not a successor has
been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.


 


(b)        If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required
Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative
Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal
Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective
Date.


 


(c)     With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed 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 L/C Issuer under any of the Loan Documents, the retiring
or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is
appointed) and (2) except for any indemnity payments owed to the retiring or removed 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 L/C Issuer
directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. 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 removed Administrative Agent (other than any rights to indemnity payments owed
to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents. 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
or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 10
and Section 11.12 shall continue in effect for the benefit of such retiring or removed 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 or removed
Administrative Agent was acting as Administrative Agent.


 






    117 


     


    

 


(d)        Any
resignation by or removal of Fifth Third Bank as Administrative Agent pursuant to this Section 10.7 shall also constitute
its resignation as L/C Issuer. If Fifth Third Bank resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties
of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer
and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations
pursuant to Section 2.3(c). Upon the appointment by the Borrower of a successor L/C Issuer hereunder (which successor shall
in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of its duties
and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer shall issue letters of credit in substitution
for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to Fifth
Third Bank to effectively assume the obligations of Fifth Third Bank with respect to such Letters of Credit.


  


Section 10.8     L/C
Issuer and Swing Line Lender. The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit
issued by it and the documents associated therewith, and the Swing Line Lender shall act on behalf of the Lenders with respect to the
Swing Loans made hereunder. The L/C Issuer and the Swing Line Lender shall each have all of the benefits and immunities (a) provided
to the Administrative Agent in this Section 10 with respect to any acts taken or omissions suffered by the L/C Issuer
in connection with Letters of Credit issued by it or proposed to be issued by it and the Applications pertaining to such Letters of Credit
or by the Swing Line Lender in connection with Swing Loans made or to be made hereunder as fully as if the term “Administrative
Agent”, as used in this Section 10, included the L/C Issuer and the Swing Line Lender, with respect to such acts
or omissions and (b) as additionally provided in this Agreement with respect to such L/C Issuer or Swing Line Lender, as applicable.


 


Section 10.9     Hedging
Liabilities, Bank Product Liabilities and Designated Letter of Credit Liabilities. By virtue of a Lender’s execution of
this Agreement or an assignment agreement pursuant to Section 11.9, as the case may be, any Affiliate of such Lender with
whom any Loan Party has entered into an agreement creating Hedging Liabilities, Bank Product Liabilities or Designated Letter of Credit
Liabilities shall be deemed a Lender party hereto for purposes of any reference in a Loan Document to the parties for whom the Administrative
Agent is acting, it being understood and agreed that the rights and benefits of such Affiliate under the Loan Documents consist exclusively
of such Affiliate’s right to share in payments and collections out of the Collateral and the Guaranty Agreements as more fully set
forth in Section 2.9 and Section 4. In connection with any such distribution of payments and collections, the
Administrative Agent shall be entitled to assume no amounts are due to any Lender or its Affiliate with respect to Hedging Liabilities,
Bank Product Liabilities or Designated Letter of Credit Liabilities unless such Lender has notified the Administrative Agent in writing
of the amount of any such liability owed to it or its Affiliate prior to such distribution.


 


Section 10.10     No
Other Duties; Designation of Additional Agents. Anything herein to the contrary notwithstanding, none of the Lead Arrangers or
other titled agents 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 L/C Issuer hereunder.


 


Section 10.11     Authorization
to Enter into, and Enforcement of, the Collateral Documents and Guaranty. The Lenders, such Affiliates of the Lenders or the Administrative
Agent who may enter into an agreement creating Hedging Liabilities, Bank Product Liabilities or Designated Letter of Credit Liabilities
pursuant to Section 10.9, and the L/C Issuer irrevocably authorize the Administrative Agent to execute and deliver the Collateral
Documents and each Guaranty Agreement on their behalf and on behalf of each of their Affiliates and to take such action and exercise such
powers under the Collateral Documents or any Guaranty Agreement as the Administrative Agent considers appropriate. Each Lender and L/C
Issuer acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and each Guaranty Agreement
upon the execution and delivery thereof by the Administrative Agent. Except as otherwise specifically provided for herein, no Lender (or
its Affiliates) other than the Administrative Agent (in the manner provided for in the relevant Loan Documents) shall have the right to
institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or any or for
the execution of any trust or power in respect of the Collateral or any Guaranty Agreement or for the appointment of a receiver or for
the enforcement of any other remedy under the Collateral Documents or any Guaranty Agreement; it being understood and intended that no
one or more of the Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien
of the Administrative Agent (or any security trustee therefor) under the Collateral Documents by its or their action or to enforce any
right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or
its security trustee) in the manner provided for in the relevant Collateral Documents for the benefit of the Lenders and their Affiliates.


 






    118 


     


    




 


Section 10.12    Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law, the Administrative
Agent (irrespective of whether the principal of any Loan or L/C Obligations 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 on the Borrower) shall be entitled and empowered
(but not obligated, unless directed by the Required Lenders in accordance with the terms of the Loan Documents), by intervention in such
proceeding or otherwise:


 


(a)       to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations, and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the L/C Issuer, and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the L/C Issuer, and the Administrative Agent and their respective agents and counsel and all other amounts
due the Lenders, the L/C Issuer, and the Administrative Agent under Sections 2.12 and 11.12(a)) allowed in such judicial
proceeding; and


 


(b)      to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer
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 L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Sections 2.12 and 11.12(a). Nothing contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment
or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Administrative Agent to vote
in respect of the claim of any Lender or the L/C Issuer in any such proceeding.


 


Section 10.13     Collateral
and Guaranty Matters. (a) The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and
in its discretion,


  






    119 


     


    

 


(i)           to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon the Facility Termination
Date, (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale
or disposition permitted under the Loan Documents (including, for the avoidance of doubt, in connection with any Sale and Leaseback Transaction
permitted pursuant to this Agreement), (C) upon any property becoming Excluded Property or (D) subject to Section 11.10,
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 7.2(e);


 


(iii)          to
release any Guarantor from its obligations under its Guaranty Agreement if such Person ceases to be a Loan Party as a result of a transaction
permitted under the Loan Documents that results in all or substantially all of the Equity Interests of such Person being subject to a
Disposition; and


 


(iv)         to
reduce or limit the amount of the Indebtedness secured by any particular item of Collateral to an amount not less than the estimated value
thereof to the extent necessary to reduce mortgage registry, filing and similar tax.


 


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 its Guaranty Agreement 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.


 


(c)           In
each case as specified in Section 10.13(a), the Administrative Agent will, at the Borrower’s expense, execute and deliver to
the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such items of Collateral
from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under
the applicable Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 10.13.


 


Section 10.14     Credit
Bidding.


 


(a)            The
Administrative Agent, on behalf of itself and the Lenders, shall have the right, at the election of the Required Lenders, to credit bid
and purchase for the benefit of the Administrative Agent and the Lenders all or any portion of Collateral at any sale thereof conducted
by the Administrative Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof
conducted under the provisions of the Bankruptcy Code, including Section 363 thereof, or any other Debtor Relief Law, or a sale under
a plan of reorganization, or at any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise)
in accordance with applicable Laws.


  






    120 


     


    

 


 


(b)         Each
Lender hereby agrees that, except as otherwise provided in any Loan Documents or with the written consent of the Administrative Agent
and the Required Lenders, it will not take any enforcement action or exercise any right that it might otherwise have under applicable
Laws to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral.


 


Section 10.15      ERISA
Matters.


 


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


 


(i)          such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments or this Agreement;


 


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


 


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


 


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


 


(b)          In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect
to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in
the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became
a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of
the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved
in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments
and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,
any Loan Document or any documents related hereto or thereto).


 






    121 


     


    

 


Section 10.16       Acknowledgments
Regarding Erroneous Payments.


 


(a)         Each
Lender and the L/C Issuer hereby agrees that (x) if the Administrative Agent notifies such Lender or the L/C Issuer that the Administrative
Agent has determined in its sole discretion that any funds received by such Lender or the L/C Issuer from the Administrative Agent or
any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively,
a “Payment”) were erroneously transmitted to such Lender or the L/C Issuer (whether or not known to such Lender or
the L/C Issuer), and demands the return of such Payment (or a portion thereof), such Lender or the L/C Issuer shall promptly, but in no
event later than two (2) Business Days thereafter, return to the Administrative Agent the amount of any such Payment (or portion
thereof) as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect
of each day from and including the date such Payment (or portion thereof) was received by such Lender or the L/C Issuer to the date such
amount is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted
by applicable law, such Lender or the L/C Issuer shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim,
defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return
of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine.
A notice of the Administrative Agent to any Lender or the L/C Issuer under this Section 10.16 shall be conclusive, absent
manifest error.


 


(b)         Each
Lender and the L/C Issuer hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that
is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or
any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied
by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and
the L/C Issuer agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error,
such Lender or the L/C Issuer shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative
Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any
such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each
day from and including the date such Payment (or portion thereof) was received by such Lender or the L/C Issuer to the date such amount
is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation from time to time in effect.


 


(c)         The
Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) is not recovered
from any Lender or the L/C Issuer that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be
subrogated to all the rights of such Lender or the L/C Issuer with respect to such amount and (y) an erroneous Payment shall not
pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party.


 






    122 


     


    

 


(d)          Each
party’s obligations under this Section 10.16 shall survive the resignation or replacement of the Administrative Agent
or any transfer of rights or obligations by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments or
the repayment, satisfaction or discharge of all Obligations under any Loan Document.


 


SECTION 11     Miscellaneous.


 


Section 11.1         Taxes.


 


(a)         Definitions.
For purposes of this Section 11.1, the term “Lender” includes the L/C Issuer 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 under any Loan Document shall be made 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 11.1) 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 Loan Parties. Each Loan Party 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 Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within 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 11.1) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender,
shall be conclusive absent manifest error.


 


(e)          Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any
Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have 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 11.9(d) 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
Section 11.1(e).


 






    123 


     


    

 


(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 11.1,
such Loan Party 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 11.1(g)(ii)(A),
(ii)(B) and (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,


 


(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:


 


(i)            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 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 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;


 






    124 


     


    

 


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


 


(iii)        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 certificate in form reasonably acceptable to the Administrative Agent representing that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E;
or


 


(iv)        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, a U.S. Tax Compliance Certificate in form reasonably acceptable to the Administrative Agent, IRS
Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such
Foreign Lender may provide a U.S. Tax Compliance Certificate in form reasonably acceptable to the Administrative Agent on behalf of each
such direct and indirect partner;


 


(C)        any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any
other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent
to determine the withholding or deduction required to be made; and


 


(D)        if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law
and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable
Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested
by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations
under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount
to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made
to FATCA after the date of this Agreement.


 






    125 


     


    

 


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


 


(h)         Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified pursuant to this Section 11.1 (including by the payment of additional amounts pursuant
to this Section 11.1), 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 11.1 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 Section 11.1(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 Section 11.1(h), in no event will the indemnified party be required to pay any amount to
an indemnifying party pursuant to this Section 11.1(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 Section 11.1(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.


 


(i)           Survival.
Each party’s obligations under this Section 11.1 shall survive the resignation or replacement 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.


 


Section 11.2        Mitigation
Obligations; Replacement of Lenders.


 


(a)         Designation
of a Different Lending Office. If any Lender requests compensation under Section 9.4, or requires the Borrower to pay
any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 11.1,
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 9.4
or Section 11.1, 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.


 






    126 


     


    

 


(b)         Replacement
of Lenders. If any Lender requests compensation under Section 9.4, 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 11.1
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 11.2(a),
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 11.9(b)), all of its interests, rights (other than its
existing rights to payments pursuant to Section 9.4 or Section 11.1) 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 11.9(b)(iv);


 


(ii)          such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Reimbursement Obligations,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 9.1) 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 9.4 or payments required to be made
pursuant to Section 11.1 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 Eligible Assignee shall have consented
to the applicable amendment, waiver or consent.


 


Section 11.3        No
Waiver, Cumulative Remedies. No delay or failure on the part of the Administrative Agent, the L/C Issuer, or any Lender
or on the part of the holder or holders of any of the Obligations in the exercise of any power or right under any Loan Document shall
operate as a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise of any power or right preclude
any other or further exercise thereof or the exercise of any other power or right. The rights and remedies hereunder of the Administrative
Agent, the L/C Issuer, the Lenders and of the holder or holders of any of the Obligations are cumulative to, and not exclusive of, any
rights or remedies which any of them would otherwise have.


 


Section 11.4        Non-Business
Days. If the payment of any obligation or the performance of any covenant, duty or obligation hereunder becomes due and
payable on a day which is not a Business Day, the due date of such payment or performance shall be extended to the next succeeding Business
Day on which date such payment or performance shall be due and payable. In the case of any payment of principal falling due on a day which
is not a Business Day, interest on such principal amount shall continue to accrue during such extension at the rate per annum then in
effect, which accrued amount shall be due and payable on the next scheduled date for the payment of interest.


 






    127 


     


    

 


Section 11.5        Survival
of Representations. All representations and warranties made herein or in any other Loan Document or in certificates given
pursuant hereto or thereto shall survive the execution and delivery of this Agreement and the other Loan Documents, and shall continue
in full force and effect with respect to the date as of which they were made as long as any Lender or the L/C Issuer has any Commitment
hereunder or any Obligations (other than contingent obligations not due and owing or Letters of Credit that have been Cash Collateralized)
remain unpaid hereunder.


 





Section 11.6        Survival
of Indemnities. All indemnities and other provisions relative to reimbursement to the Lenders and the L/C Issuer of amounts sufficient
to protect the yield of the Lenders and the L/C Issuer with respect to the Loans and Letters of Credit, including, but not limited to,
Sections 9.1, 9.4, 11.12 and 11.13, shall survive the termination of this Agreement and the other Loan Documents
and the payment of the Obligations (other than contingent obligations not due and owing or Letters of Credit that have been Cash Collateralized).


 


Section 11.7        Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment
in respect of any principal of or interest on any of its Loans or 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 thereof as provided herein, 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 amounts owing them; provided
that:


 


(i)           if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall
be rescinded and the purchase price restored to the extent of such recovery, without interest; and


 


(ii)           the
provisions of this clause (ii) shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance
with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any
payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in
Reimbursement Obligations to any assignee or participant, other than to any Loan Party (as to which the provisions of this clause (ii) 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.


 


Section 11.8        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 Section 11.8(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 or electronic mail as follows:


 


(i)           if
to any Loan Party:


 


c/o Alaska Communications Systems Group, Inc.


600 Telephone Avenue


Anchorage, AK 99503


Attention: Laurie Butcher, Chief Financial Officer


Email:   Laurie.Butcher@ascalaska.com


 






    128 


     


    

 


with a copy to (which shall not constitute notice):


 


ATN International, Inc.


500 Cummings Center, Suite 2450


Beverly, MA 01915


Attention: Justin Benincasa and Michele Satrowsky


Email:  JBenincasa@atni.com
and MSatrowsky@atni.com


 


and


 


Freedom 3 Capital, LLC


Tower 49, 12 East 49th Street, 27th Floor


New York, NY 10017


Attention: Brian Block, Aaron Blazar and Dan Tamkin


Email:  brian.block@freedom3.com, aaron.blazar@freedom3.com
and dan.tamkin@freedom3.com


 


and


 


Morrison & Foerster LLP


425 Market Street


San Francisco, CA 94105-2482


Attention: Dario D. Avram


Email: darioavram@mofo.com


 


		(ii)	if to the Administrative Agent, Swing Line Lender or the L/C
Issuer:



 


Fifth Third Bank, National Association


Fifth Third Center


38 Fountain Square Plaza


Cincinnati, Ohio 45263


		Attention:	Loan Syndications/Judy Huls



		Telephone:	(513) 534-4224






		Facsimile:	(513) 534-0875






		Email:	judy.huls@53.com



 


		(iii)	if to a Lender, to it at its address (or facsimile number) set
forth in its Administrative Questionnaire.



 


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 Section 11.8(b) below, shall be effective as provided in said Section 11.8(b).


 






    129 


     


    

 


(b)          Electronic
Communications. Notices and other communications to the Lenders and the L/C Issuer 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 L/C Issuer pursuant to Section 2.3(f) or Section 2.5
if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under
such respective Section 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 therefore; 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, email 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 or facsimile number for notices and other communications hereunder by written
notice to the other parties hereto. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that
the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic
mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.


 


(d)          Platform.


 


(i)            Each
Loan Party agrees that the Administrative Agent may, but is not obligated to, make the Communications (as defined below) available to
the L/C Issuer and the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic
transmission system (the “Platform”). The Borrower acknowledges and agrees that the DQ List shall be deemed suitable
for posting and may be posted by the Administrative Agent on the Platform, including the portion of the Platform that is designated for
 “public side” Lenders.


 


(ii)           The
Platform is provided “as is” and “as available.” The Administrative Agent and its Related Parties 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 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 the Administrative Agent or any of its Related Parties in connection
with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties have any liability to
the Loan Parties or any of their Subsidiaries, any Lender or any other Person or entity for damages of any kind, including 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 that any Loan Party provides to the Administrative Agent pursuant
to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, and Lender or the L/C
Issuer by means of electronic communications pursuant to this Section 11.8, including through the Platform.


 






    130 


     


    

 


Section 11.9        Successors
and Assigns; Assignments and Participations.


 


(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 the Borrower may not assign or otherwise transfer any of its rights or
obligations under any Loan Document 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 Eligible Assignee in accordance with the provisions
of Section 11.9(b) below, (ii) by way of participation in accordance with the provisions of Section 11.9(d) below
or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.9(e) below
(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 Section 11.9(d) below and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent 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 Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment(s) and the Loans at the time owing to it); provided that (in
each instance with respect to any Credit) any such assignment shall be subject to the following conditions:


 


(i)            Minimum
Amounts.


 


(A)          In
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment(s) and/or the Loans at the time
owing to it (in each instance with respect to any Credit) or contemporaneous assignments to related Approved Funds that equal at least
the amount specified in Section 11.9(b)(i)(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 of an assignment not described in Section 11.9(b)(i)(A) above, the aggregate amount of the Commitment(s) (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 $1,000,000, in the case of any assignment in respect of the Revolving Credit,
or $1,000,000, in the case of any assignment in respect of the Term Credit or any Incremental Term Loan, unless each of the Administrative
Agent and, so long as no Specified Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent
not to be unreasonably withheld or delayed).


 






    131 


     


    

 


(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 Credits on a non-pro rata
basis.


 


(iii)        Required
Consents. No consent shall be required for any assignment except to the extent required by Section 11.9(b)(i)(B) above
and, in addition:


 


(A)          the
written consent of the Borrower (such consent with respect to proposed assignees that are not Disqualified Lenders not to be unreasonably
withheld or delayed) shall be required unless (x) a Specified Event of Default has occurred and is continuing at the time of such
assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower
shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent
within five (5) Business Days after having received notice thereof (other than with respect to a proposed assignment to a Disqualified
Lender, which shall be invalid unless prior written consent shall have been received) and provided, further, that the Borrower’s
consent shall not be required during the primary syndication of the Credits;


 


(B)          the
consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed, or conditioned) shall be required for assignments
in respect of (i) the Revolving Credit or any unfunded Commitments with respect to the Term Loans or Incremental Term Loans if such
assignment is to a Person that is not a Lender with a Commitment in respect of such Credit, an Affiliate of such Lender or an Approved
Fund with respect to such Lender, (ii) any Term Loans or Incremental Term Loans to a Person who is not a Lender, an Affiliate of
a Lender or an Approved Fund;


 


(C)          the
consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment in respect of the Revolving Credit.


 


(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 Eligible Assignee, if it shall not be a Lender, an Affiliate
of a Lender, or an Approved Fund with respect to a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 






    132 


     


    

 


(v)         No
Assignment to Certain Persons. No Lender shall assign any of its rights or obligations hereunder to (A) Holdings, Borrower or
any of Holdings’ Affiliates or Subsidiaries, (B) any Disqualified Lender, (C) any Defaulting Lender or any of its Subsidiaries,
or (D) 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.


 


(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 (A) pay
and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender
hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and
participations in Letters of Credit and Swing Loans in accordance with its Percentage. Notwithstanding the foregoing, in the event that
any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Laws 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 Section 11.9(c), from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.4 and 11.12 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 paragraph 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 11.9(d) below.


 


(c)         Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower (such agency being solely for tax purposes), shall
maintain 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 Commitment(s), Letter(s) of Credit or other Obligations 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.


 






    133 


     


    

 


(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 and operated for the primary benefit
of, a natural person, a Defaulting Lender or the Borrower or any of Holdings 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(s) and/or
the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower,
the Administrative Agent and the Lenders and L/C Issuer 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 11.12(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 clauses (i) and (ii) of the first proviso of Section 11.10 that affects such Participant. The Borrower
agrees that each Participant shall be entitled to the benefits of Sections 9.1, 9.4, and 11.1 (subject to the
requirements and limitations therein, including the requirements under Section 11.1(g) (it being understood that the
documentation required under Section 11.1(g) shall be delivered to the participating Lender)) to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to Section 11.9(b) above; provided that
such Participant (A) agrees to be subject to the provisions of Section 11.2 as if it were an assignee under Section 11.2(b) above;
and (B) shall not be entitled to receive any greater payment under Section 9.4 or Section 11.1, 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 11.2(b) with respect to any Participant. To the extent permitted by Law, each Participant
also shall be entitled to the benefits of Section 11.13 as though it were a Lender; provided that such Participant
agrees to be subject to Section 11.7 as though it were a Lender. Each Lender that sells a participation shall, acting solely
for this purpose as an 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.


 


(e)          Certain
Pledges. Subject to compliance with any applicable Laws, 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.


 






    134 


     


    

 


(f)         Notwithstanding
anything to the contrary herein, if at any time the Administrative Agent assigns all of its Revolving Credit Commitments and Revolving
Loans pursuant to subsection (b) above, the Administrative Agent may terminate the Swing Line. In the event of such termination of
the Swing Line, the Borrower shall be entitled to appoint another Lender to act as the successor Lender of Swing Loans hereunder (with
such Lender’s consent); provided, however, that the failure of the Borrower to appoint a successor shall not affect the resignation
of the Administrative Agent as the Swing Line Lender. If the Administrative Agent terminates the Swing Line, it shall retain all of the
rights of the maker of Swing Loans provided hereunder with respect to Swing Loans made by it and outstanding as of the effective date
of such termination, including the right to require Lenders to make Revolving Loans or fund participations in outstanding Swing Loans
pursuant to Section 2.15. Notwithstanding anything to the contrary herein, if at any time the Administrative Agent assigns all
of its Revolving Credit Commitments and Revolving Loans pursuant to Section 11.9(b), the Administrative Agent may terminate
its commitment pursuant to Section 2.3(a) to issue Letters of Credit. In the event of such termination of the Administrative
Agent’s commitment to issue Letters of Credit pursuant to Section 2.3(a), the Borrower shall be entitled to appoint
another Lender to act as the successor L/C Issuer hereunder (with such Lender’s consent); provided, however, that the failure
of the Borrower to appoint a successor shall not affect the resignation of the Administrative Agent as the L/C Issuer. If the Administrative
Agent terminates its commitment to issue Letters of Credit pursuant to Section 2.3(a), it shall retain all of the rights of
the L/C Issuer hereunder with respect to Letters of Credit made by it and outstanding as of the effective date of such termination, including
the right to require Participating Lenders to fund their Participating Interests in such Letters of Credit pursuant to Section 2.3(d).


 


(g)          Disqualified
Lenders.


 


(i)            No
assignment or, to the extent the DQ List has been posted on the Platform for all Lenders, participation shall be made to any Person that
was a Disqualified Lender as of the date (the “Trade Date”) on which the applicable Lender entered into a binding agreement
to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower
has consented in writing in its sole discretion to such assignment as otherwise contemplated by this Section 11.9, in which
case such Person will not be considered a Disqualified Lender for the purpose of such assignment). For the avoidance of doubt, with respect
to any assignee or participant that becomes a Disqualified Lender after the applicable Trade Date (including as a result of the delivery
of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Lender”),
such assignee shall not retroactively be considered a Disqualified Lender. Any assignment in violation of this Section 11.9(g)(i) shall
not be void, but the other provisions of this Section 11.9(g) shall apply.


 


(ii)           If
any assignment is made to any Disqualified Lender without the Borrower’s prior consent in violation of Section 11.9(g)(i),
the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Lender and the Administrative Agent, (A) terminate
any Revolving Credit Commitment of such Disqualified Lender and repay all obligations of the Borrower owing to such Disqualified Lender
in connection with such Revolving Credit Commitment, (B) in the case of outstanding Term Loans or Incremental Term Loans held by
Disqualified Lenders, prepay such Term Loans or Incremental Term Loans, as applicable, by paying the lesser of (x) the principal
amount thereof and (y) the amount that such Disqualified Lender paid to acquire such Term Loans or Incremental Term Loans, as applicable,
in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and under
the other Loan Documents and/or (C) require such Disqualified Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in this Section 11.9), all of its interest, rights and obligations under this Agreement
and related Loan Documents to an Eligible Assignee that shall assume such obligations at the lesser of (x) the principal amount thereof
and (y) the amount that such Disqualified Lender paid to acquire such interests, rights and obligations, in each case plus accrued
interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and other the other Loan Documents;
provided that (i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.9(b),
(ii) such assignment does not conflict with applicable Laws and (iii) in the case of clause (B), the Borrower shall not use
the proceeds from any Loans to prepay Term Loans or Incremental Term Loans held by Disqualified Lenders.


 






    135 


     


    

 


(iii)          Notwithstanding
anything to the contrary contained in this Agreement, Disqualified Lenders (A) will not (x) have the right to receive information,
reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate
in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or
confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for
purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the
Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan
Document, each Disqualified Lender will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Lenders
consented to such matter, and (y) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor
Relief Laws (“Plan of Reorganization”), each Disqualified Lender party hereto hereby agrees (1) not to vote on
such Plan of Reorganization, (2) if such Disqualified Lender does vote on such Plan of Reorganization notwithstanding the restriction
in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of
the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether
the applicable class has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy
Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination
by the bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).


 


(iv)         The
Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to (A) post the
list of Disqualified Lenders provided by the Borrower and any updates thereto from time to time (collectively, the “DQ List”)
on the Platform, including that portion of the Platform that is designated for “public side” Lenders or (B) provide the
DQ List to each Lender requesting the same.


 






    136 


     


    

 


Section 11.10      Amendments.
Subject to Section 9.3, any provision of this Agreement or the other Loan Documents may be amended or waived if, but only
if, such amendment or waiver is in writing and is signed by (a) the Borrower and any applicable Loan Party, (b) the Required
Lenders (or the Administrative Agent with the consent of the Required Lenders), (c) if the rights or duties of the Administrative
Agent are affected thereby, the Administrative Agent, (d) if the rights or duties of the L/C Issuer are affected thereby, the L/C
Issuer and (e) if the rights and duties of the Swing Line Lender are affected thereby, the Swing Line Lender; provided that:


 


(i)            no
amendment or waiver pursuant to this Section 11.10 shall (A) increase or extend any Commitment of any Lender (or reinstate
any Commitment terminated pursuant to Section 8) without the consent of such Lender or (B) reduce or waive the amount
of or postpone the date for any scheduled payment (but not including any mandatory prepayment) of any principal of or interest on any
Loan or of any Reimbursement Obligation (except (i) in connection with the waiver of acceptability of any post-default increase in
interest rates (which waiver shall be effective with the consent of the Required Lenders) and (ii) an amendment to 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 Letter of Credit or to reduce any fee payable hereunder shall not be deemed to be a reduction of the principal of, or the
rate of interest specified herein on, any Loan or Letter of Credit, or any fees or other amounts payable hereunder or under any other
Loan Document) or of any fee or other amounts payable hereunder without the consent of the Lender to which such payment is owing or which
has committed to make such Loan or Letter of Credit (or participate therein) hereunder;


 


(ii)          no
amendment or waiver pursuant to this Section 11.10 shall, unless signed by each Lender adversely affected thereby, change
the definitions of Revolving Credit Termination Date, Term Loan Maturity Date or Required Lenders, change the provisions of this Section 11.10,
release all or substantially all of the value of the Guaranty Agreements or all or substantially all of the Collateral (except as otherwise
provided for in the Loan Documents), affect the number of Lenders required to take any action hereunder or under any other Loan Document,
or change or waive Section 2.9(c) or any provision of any Loan Document that provides for the pro rata nature
of disbursements or payments to Lenders;


 


(iii)          no
amendment or waiver of any of the conditions to a Credit Event under the Revolving Credit contained in Section 3.2 shall be
made without the consent of Lenders holding more than 50.0% of the aggregate Revolving Credit Commitments; and


 


(iv)           no
amendment to Section 12 shall be made without the consent of the Guarantor(s) affected thereby.


 


Notwithstanding anything to the contrary herein,
(i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto,
(ii) 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, or all Lenders or each affected Lender
under a Credit, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment
of any Defaulting Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification
requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Credit, that by its terms
affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting
Lender, (iii) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the applicable
Loan Parties, the Required Lenders and the Administrative Agent if (A) by the terms of such agreement the Commitment of each Lender
not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (B) at the time
such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement
Lender in accordance with the terms herein) in full of the principal of and interest accrued on each Loan made by it and all other Obligations
owing to it or accrued for its account under this Agreement, (iv) the Collateral Documents and related documents executed by the
Loan Parties in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended,
modified, supplemented and waived with the consent of the Administrative Agent, the Borrower and the applicable Loan Parties without the
need to obtain the consent of any other Person if such amendment, modification, supplement or waiver is delivered in order (A) to
comply with local Laws (including any foreign Law or regulatory requirement) or advice of local counsel, (B) to cure ambiguities,
inconsistency, omissions, mistakes or defects, or (C) to cause such Collateral Document or other document to be consistent with this
Agreement and the other Loan Documents and (v) if following the Closing Date, the Administrative Agent and the Borrower shall have
jointly identified an ambiguity, inconsistency, obvious error, or mistake or any error, mistake or omission of a technical or immaterial
nature, in each case, in any provision of the Loan Documents, then the Administrative Agent, the Borrower and the applicable Loan Parties
shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other
party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt
of notice thereof.


 






    137 


     


    

 


Section 11.11       Headings.
Section headings used in this Agreement are for reference only and shall not affect the construction of this Agreement.


 


Section 11.12       Expenses;
Indemnity; Damage Waiver.


 


(a)        Costs
and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent, the Lead Arrangers, and their respective Affiliates (limited, in the case of legal fees and expenses, to the reasonable and documented
out-of-pocket fees, charges and disbursements of one primary counsel for the Administrative Agent, the Left Lead Arranger, and one local
counsel and one regulatory counsel for each relevant material jurisdiction (which may be a single local counsel acting in multiple material
jurisdictions)), in connection with the syndication of the Credits, the preparation, negotiation, execution, delivery and administration
of this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether
or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses
incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder, and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lead
Arranger, any Lender, or the L/C Issuer (limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket
fees, charges and disbursements of one counsel to the Administrative Agent, the Lead Arrangers, the Lenders and the L/C Issuer taken as
a whole (and, if necessary, one regulatory counsel and one local counsel in each relevant material jurisdiction (which may be a single
local counsel acting in multiple material jurisdictions) and, solely in the event of an actual or perceived conflict of interest among
the Administrative Agent, the Lenders and the L/C Issuer, where the Person or Persons affected by such conflict of interest inform the
Borrower in writing of such conflict of interest, one additional counsel in each relevant material jurisdiction (and, if necessary, one
regulatory counsel and one local counsel in each relevant jurisdiction) to each group of affected Persons similarly situated taken as
a whole)), after the occurrence and during the continuance of any Event of Default hereunder or with the enforcement or protection of
its rights (including all such expenses incurred in connection with any proceeding under any Debtor Relief Law involving any Loan Party
or any of its Subsidiaries as a debtor thereunder) (A) in connection with this Agreement and the other Loan Documents, including
its rights under this Section 11.12, or (B) in connection with the Loans made or Letters of Credit issued hereunder,
including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.


 






    138 


     


    

 


(b)            Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Lead Arrangers, each Lender
and the L/C Issuer, 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 Damages (limited in the case of legal
counsel to the reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel for the Indemnitees taken
as a whole and, to the extent reasonably deemed necessary by the Indemnitees, one local and one regulatory counsel in each relevant jurisdiction
and, solely, in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one regulatory counsel
and one local counsel in each relevant jurisdiction) to each group of similarly situated affected Persons), incurred by any Indemnitee
or asserted against any Indemnitee by any Person (including the Borrower or any Guarantor) 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 L/C Issuer 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 violation of Environmental Laws, the presence, Release or threatened Release of Hazardous Materials on or from any property
owned or operated by the Borrower or any of its Subsidiaries or at any off-site location for which the Borrower or any of its Subsidiaries
may be liable, or any Environmental Claim 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 Guarantor, 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, bad faith or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Parties, if the Borrower
or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction,
or (y) results from a dispute solely among Indemnitees not arising out of any act or omission on the party of any Loan Party or any
Affiliate of a Loan Party (other than against any Indemnitee solely in its capacity as Administrative Agent, L/C Issuer, Swing Line Lender,
Lead Arranger or any similar role in connection with the Loan Documents). This Section 11.12(b) shall not apply with
respect to Taxes other than any Taxes that represent losses or damages arising from any claim not related to any Taxes.


 


(c)           Reimbursement
by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Sections 11.12(a) or (b) to
be paid by it to the Administrative Agent (or any sub-agent thereof), the Swing Line Lender, the Left Lead Arranger, the L/C Issuer 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
L/C Issuer, or such Related Party, as the case may be, such Lender’s Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) 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 L/C Issuer or Swing Line Lender solely in its capacity as
such, the Lenders shall be required to pay such unpaid amounts severally among them based on their Revolver Percentages (determined as
of the time that the applicable unreimbursed expense or indemnity payment is sought); 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 Left Lead Arranger or the L/C Issuer 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 Swing Line Lender, the Left Lead Arranger
or the L/C Issuer in connection with such capacity. The obligations of the Lenders under this Section 11.12(c) are several
and not joint. The Administrative Agent shall be entitled to offset amounts received for the account of a Lender under this Agreement
against unpaid amounts due from such Lender to the Administrative Agent hereunder (whether as fundings of participations, indemnities
or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Lender arising outside of this
Agreement and the other Loan Documents.


 






    139 


     


    

 


(d)          Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no Loan Party shall assert, and each Loan Party
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 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 11.12 shall be payable promptly after demand therefor.


 


(f)           Survival.
The obligations of the Borrower under this Section 11.12 shall survive the termination of this Agreement and the payment of
Obligations hereunder.


 


Section 11.13      Set-off.
If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer, 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 L/C Issuer or any such Affiliate, to or for the credit or the account of any
Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan
Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, L/C Issuer or Affiliate
shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent
or unmatured or are owed to a branch, office or Affiliate of such Lender or L/C Issuer 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, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application
in accordance with the provisions of Section 9.6 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 L/C Issuer and the Lenders, and (b) the
Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section 11.13 are in addition to other rights and remedies (including other rights of setoff) that such
Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer 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.


 






    140 


     


    

 


 


Section 11.14        Governing
Law; Jurisdiction; Etc.


 


(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 on, arising out of, or relating to this Agreement or any other Loan Document (except, as to any other Loan Document
as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance
with, the law of the state of New York, without regard to conflicts of law provisions (other than sections 5-1401 and 5-1402 of the New
York General Obligations Law); provided that, notwithstanding the foregoing, determinations as to whether (a) whether any
Closing Date Merger Agreement Representation has been breached or is inaccurate and whether as a result of any breach or inaccuracy thereof
the Borrower (or any of its Affiliates) has the right to terminate its (or any of its Affiliates’) obligations under the Closing
Date Merger Agreement or otherwise decline to consummate the Closing Date Merger pursuant to the Closing Date Merger Agreement, (b) whether
the Closing Date Merger has been consummated in accordance with the Closing Date Merger Agreement and (c) whether a Company Material
Adverse Effect has occurred (in each case, without regard to the principles of conflicts of laws thereof, to the extent that the same
are not mandatorily applicable by statute and would require or permit the application of the law of another jurisdiction), and, in any
case, claims or disputes arising out of any such interpretation or determination or any aspect thereof, shall, in each case, be governed
by the law of the state of Delaware.


 


(b)            Jurisdiction.
Each Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or
description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, the
L/C Issuer, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions
relating hereto or thereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and
of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties
hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of
any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted
by applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable
Laws. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Lender or any
L/C Issuer may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan
Party or its properties in the courts of any jurisdiction.


 


(c)            Waiver
of Venue. Each Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable Laws, 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 Section 11.14(b) above. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by applicable Laws, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.


 


(d)            Service
of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to
any Loan Document, the manner provided for notices (other than telecopy or email) in Section 11.8. Nothing in this Agreement
or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable Laws.


 






    141 


     


    

 


Section 11.15       Severability
of Provisions. Any provision of any Loan Document which is unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction. All rights, remedies and powers provided in this Agreement and the other
Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provisions of
Law, and all the provisions of this Agreement and other Loan Documents are intended to be subject to all applicable mandatory provisions
of Law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement or the other Loan
Documents invalid or unenforceable. Without limiting the foregoing provisions of this Section 11.15, if and to the extent
that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as
determined in good faith by the Administrative Agent or the L/C Issuer, as applicable, then such provisions shall be deemed to be in
effect only to the extent not so limited.


 


Section 11.16        Excess
Interest. Notwithstanding any provision to the contrary contained herein or in any other Loan Document, no such provision shall
require the payment or permit the collection of any amount of interest in excess of the maximum amount of interest permitted by applicable
Law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the Loans or other obligations
outstanding under this Agreement or any other Loan Document (“Excess Interest”). If any Excess Interest is provided
for, or is adjudicated to be provided for, herein or in any other Loan Document, then in such event (a) the provisions of this Section 11.16
shall govern and control, (b) no Loan Party nor any endorser shall be obligated to pay any Excess Interest, (c) any Excess
Interest that the Administrative Agent or any Lender may have received hereunder shall, at the option of the Administrative Agent, be
(i) applied as a credit against the then outstanding principal amount of Obligations hereunder and accrued and unpaid interest thereon
(not to exceed the maximum amount permitted by applicable Law), (ii) refunded to the Borrower, or (iii) any combination of
the foregoing, (d) the interest rate payable hereunder or under any other Loan Document shall be automatically subject to reduction
to the maximum lawful contract rate allowed under applicable usury laws (the “Maximum Rate”), and this Agreement and
the other Loan Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in the relevant
interest rate, and (e) no Loan Party nor any endorser shall have any action against the Administrative Agent or any Lender for any
Damages whatsoever arising out of the payment or collection of any Excess Interest. Notwithstanding the foregoing, if for any period
of time interest on any Obligations is calculated at the Maximum Rate rather than the applicable rate under this Agreement, and thereafter
such applicable rate becomes less than the Maximum Rate, the rate of interest payable on the Borrower’s Obligations shall remain
at the Maximum Rate until the Lenders have received the amount of interest which such Lenders would have received during such period
on the Borrower’s Obligations had the rate of interest not been limited to the Maximum Rate during such period.


 


Section 11.17       Construction.
The parties acknowledge and agree that the Loan Documents shall not be construed more favorably in favor of any party hereto based upon
which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation of the Loan
Documents. The provisions of this Agreement relating to Subsidiaries and to Guarantors, respectively, shall apply only during such times
as Holdings has one or more Subsidiaries and as there are one or more Guarantors, respectively. Nothing contained herein shall be deemed
or construed to permit any act or omission which is prohibited by the terms of any Collateral Document, the covenants and agreements
contained herein being in addition to and not in substitution for the covenants and agreements contained in the Collateral Documents.


 


Section 11.18       Lender’s
and L/C Issuer’s Obligations Several. The obligations of the Lenders and the L/C Issuer hereunder are several and not joint.
Nothing contained in this Agreement and no action taken by the Lenders or the L/C Issuer pursuant hereto shall be deemed to constitute
the Lenders and the L/C Issuer a partnership, association, joint venture or other entity.


 






    142 


     


    

 


Section 11.19        USA
Patriot Act . Each Lender hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act it is required
to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of each Loan
Party, information concerning its direct and indirect holders of equity interests and other Persons exercising control over it, and other
information that will allow such Lender and L/C Issuer to identify each Loan Party in accordance with the Patriot Act. The Loan Parties
agree to, promptly following a request by the Administrative Agent or any Lender, provide all such other documentation and information
that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable "know your
customer" and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.


 


Section 11.20        Waiver
of Jury Trial. Each of the Loan Parties, the Administrative Agent, the L/C Issuer and the Lenders 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, 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 11.20.


 


Section 11.21        Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to
its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature
of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory
authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the
National Association of Insurance Commissioners) (in which case such Person agrees, except with respect to any audit or examination conducted
by such regulatory authority, to the extent permitted by applicable Law and such compulsory legal process, to use commercially reasonable
efforts to inform the Borrower thereof), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar
legal process (in which case such Person agrees, to the extent permitted by applicable Law and such compulsory legal process, to use
commercially reasonable efforts to inform the Borrower thereof), (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 11.21, to (i) any permitted assignee of or Participant in, or any prospective permitted
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 Hedge Agreement 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 the CUSIP Service Bureau or any similar agency in connection with
the issuance and monitoring of CUSIP numbers with respect to the Credits, (h) with the consent of the Borrower, or (i) to the
extent such Information (A) becomes publicly available other than as a result of a breach of this Section 11.21 or (B) becomes
available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from
a source other than the Borrower or its Affiliates.


 






    143 


     


    

 


Notwithstanding the foregoing, the Loan Parties
consent to the publication by the Administrative Agent, the L/C Issuer and the Lenders of any tombstones, press releases, advertising
or other promotional materials (including via E-Transmission) relating to the financing transactions contemplated by this Agreement using
any Loan Party’s name, product photographs, logo or trademark. The Administrative Agent, the L/C Issuer or such Lender shall provide
a draft of any such press release, advertising or other promotional material to the Borrower for review and comment prior to the publication
thereof. The Loan Parties agree not to issue any press release or other public disclosure using the name or logo of or otherwise referring
to the Administrative Agent, the L/C Issuer any Lender or any of their Affiliates, the Loan Documents, or any transaction contemplated
thereby, without the Administrative Agent, the L/C Issuer or applicable Lender’s prior consent, except to the extent required to
do so under applicable Law and then only after consulting with the Administrative Agent, the L/C Issuer or applicable Lender prior thereto.
In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement
to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the
Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.


 


For purposes of this Section 11.21,
“Information” means all information received from any Loan Party relating to the Loan Parties or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential
basis prior to disclosure by any Loan Party or any of its Subsidiaries. Any Person required to maintain the confidentiality of Information
as provided in this Section 11.21 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.


 


Section 11.22        Counterparts;
Integration; Effectiveness; Electronic Execution.


 


(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 Section 3.2, 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 (e.g. “pdf” or “tif”) format shall be effective as delivery of a manually
executed counterpart of this Agreement.


 


(b)            The
words “execution,” “signed,” “signature,” and words of like import in this Agreement and the other
Loan Documents including any Assignment and Assumption shall be deemed to include electronic signatures or electronic records, 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.


 


Section 11.23        All
Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent
and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other
Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any Credit is available and until the Facility
Termination Date. All such powers of attorney shall be for security.


 






    144 


     


    

 


Section 11.24        Acknowledgment
and Consent to Bail-In of EEA Financial Institutions. Solely to the extent any Lender or the L/C Issuer that is an EEA
Financial Institution is a party to this Agreement and 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 Lender or the
L/C Issuer that is an 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 Lender or L/C Issuer that is an EEA Financial Institution; and


 


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


 


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


 


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


 


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


 


Section 11.25        Acknowledgment
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise,
for any swap contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and
each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power
of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other
state of the United States):


 


(a)            In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that
might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported
QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event
affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 






    145 


     


    

 


(b)            As
used in this Section 11.25, the following terms have the following meanings:


 


“BHC Act
Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with,
12 U.S.C. 1841(k)) of such party.


 


“Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 382.2(b).


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


 


“QFC” has the meaning
assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).


 


Section 11.26        Closing
Date Merger. The Closing Date Merger shall be consummated on the Closing Date. It is the intention of the parties that,
upon consummation of the Closing Date Merger, all of the rights, obligations, duties and liabilities of MergerSub as Borrower under this
Agreement and the other Loan Documents shall automatically become rights, obligations, duties and liabilities of Alaska Communications
Systems Group as Borrower under this Agreement and the other Loan Documents as a matter of law and without further action by any Person.
To the extent that any of such rights, obligations, duties and liabilities do not become rights, obligations, duties and liabilities
of Alaska Communications Systems Group as Borrower under this Agreement and the other Loan Documents as a matter of law, however, immediately
upon consummation of the Closing Date Merger, without action by any other Person, MergerSub hereby assigns all of its rights, obligations,
duties and liabilities to Alaska Communications Systems Group as Borrower hereunder and under the other Loan Documents and Alaska Communications
Systems Group hereby assumes all of the rights, obligations, duties and liabilities of MergerSub as Borrower hereunder and under the
other Loan Documents. All references to the “Borrower” herein and in any other Loan Document shall, upon and after the Closing
Date Merger, be references to Alaska Communications Systems Group. Notwithstanding anything to the contrary contained herein or in the
other Loan Documents, Administrative Agent, the Lenders and each other party hereto each consents to, and waives the provisions of this
Agreement and the other Loan Documents to the extent necessary to permit the transactions described in this Section 11.26.


 


Section 11.27        MIRE
Events.   Each of the parties hereto acknowledges and agrees that, if there is any real property that is to be subject to
a Mortgage in connection with an increase, extension or renewal of any of the Commitments or Loans (including the provision of any Incremental
Facilities hereunder, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Revolving Loans
or (iii) the issuance, renewal or extension of Letters of Credit), such Mortgage shall be subject to (and conditioned upon): (1) the
prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related
documentation with respect to such real property as required by the National Flood Insurance Program and as otherwise reasonably required
by the Administrative Agent and (2) the Administrative Agent shall have received written confirmation from each Lender that flood
insurance due diligence and flood insurance compliance has been completed by such Lender (such written confirmation not to be unreasonably
withheld, conditioned or delayed)


 






    146 


     


    

 


SECTION 12   The
Guarantees.


 


Section 12.1     
    The Guarantees. To induce the Lenders and L/C Issuer to provide the credits described herein
and in consideration of benefits expected to accrue to the Borrower by reason of the Commitments and the Loans and for other good
and valuable consideration, receipt of which is hereby acknowledged, each Guarantor hereby unconditionally and irrevocably
guarantees jointly and severally to the Administrative Agent, the Lenders, the L/C Issuer and their Affiliates that are parties
to any document evidencing the Hedging Liabilities, Bank Product Liabilities or Designated Letter of Credit Liabilities, the due and
punctual payment of all present and future Secured Obligations, including, but not limited to, the due and punctual payment of
principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now
or hereafter owed by the Borrower under the Loan Documents and the due and punctual payment of all Hedging Liabilities, Bank Product
Liabilities and Designated Letter of Credit Liabilities, in each case as and when the same shall become due and payable, whether at
stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and
charges after the entry of an order for relief against the Borrower or such other obligor in a case under the United States
Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against
the Borrower or any such obligor in any such proceeding); provided, however that, with respect to any Guarantor,
subject to Section 12.10, Hedging Liabilities guaranteed by such Guarantor shall exclude all Excluded Swap Obligations.
In case of failure by the Borrower or other obligor punctually to pay any Secured Obligations guaranteed hereby, each Guarantor
hereby unconditionally, jointly and severally agrees to make such payment or to cause such payment to be made punctually as and when
the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made
by the Borrower or such obligor.


 


Section 12.2    
     Guarantee Unconditional. The obligations of each Guarantor under this Section 12
shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or
otherwise affected by:


 


(a)            any
extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of any Loan Party or other obligor or of
any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;


 


(b)            any
modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liabilities,
Bank Product Liabilities or Designated Letter of Credit Liabilities;


 


(c)            any
change in the corporate existence, structure, or ownership of, or any proceeding under any Debtor Relief Law affecting, the Borrower
or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of
any Loan Party or other obligor or of any other guarantor contained in any Loan Document;


 


(d)            the
existence of any claim, set-off, or other rights which any Loan Party or other obligor or any other guarantor may have at any time against
the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;


 


(e)            any
failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against
any Loan Party or other obligor, any other guarantor, or any other Person or Property;


 






    147 


     


    

 


(f)     
        any application of any sums by rights of set-off, counterclaim, or similar rights
to any obligation of any Loan Party or other obligor, regardless of what obligations of any Loan Party or other obligor remain
unpaid, including the Secured Obligations;


 


(g)            any
invalidity or unenforceability relating to or against any Loan Party or other obligor or any other guarantor for any reason of this Agreement
or of any other Loan Document or any agreement relating to Hedging Liabilities, Bank Product Liabilities or Designated Letter of Credit
Liabilities or any provision of applicable Law or regulation purporting to prohibit the payment by any Loan Party or other obligor or
any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the
Loan Documents or any agreement relating to Hedging Liabilities, Bank Product Liabilities or Designated Letter of Credit Liabilities;
or


 


(h)            any
other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or
any other circumstance whatsoever that might, but for the provisions of this clause (h), constitute a legal or equitable discharge of
the obligations of any Guarantor under this Section 12.


 


Section 12.3     
     Discharge Only upon Facility Termination Date; Reinstatement in Certain Circumstances. Each
Guarantor’s obligations under this Section 12 shall remain in full force and effect until the Facility Termination
Date. If at any time any payment of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount
payable by any Loan Party or other obligor or any Guarantor under the Loan Documents or any agreement relating to Hedging
Liabilities, Bank Product Liabilities or Designated Letter of Credit Liabilities is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy, or reorganization of such Loan Party or other obligor or of any guarantor, or otherwise,
each Guarantor’s obligations under this Section 12 with respect to such payment shall be reinstated at such time
as though such payment had become due but had not been made at such time.


 


Section 12.4     
     Subrogation. Each Guarantor agrees it will not exercise any rights which it may acquire by way
of subrogation by any payment made hereunder, or otherwise, until all the Secured Obligations (other than any contingent or
indemnification obligations not then due) shall have been paid in full or collateralized in a manner reasonably acceptable to the
Lender or Affiliate of a Lender to whom such obligations are owed subsequent to the termination of all the Commitments and
expiration of all Letters of Credit that are not Cash Collateralized pursuant to Section 4.5. If any amount shall be
paid to a Guarantor on account of such subrogation rights at any time prior to the Facility Termination date, such amount shall be
held in trust for the benefit of the Administrative Agent, the Lenders, and the L/C Issuer (and their Affiliates) and shall
forthwith be paid to the Administrative Agent for the benefit of the Lenders and L/C Issuer (and their Affiliates) or be
credited and applied upon the Secured Obligations, whether matured or unmatured, in accordance with the terms of this Agreement.


 


Section 12.5          Subordination.
Each Guarantor hereby subordinates the payment of all indebtedness, obligations, and liabilities of the Borrower or any other Loan Party
owing to such Guarantor, whether now existing or hereafter arising, to the indefeasible payment in full in cash of all Secured Obligations
(other than any contingent obligations not due and owing and Letters of Credit that have been Cash Collateralized). During the existence
of any Event of Default, subject to Section 12.4 above, any such indebtedness, obligation, or liability of the Borrower or
any other Loan Party owing to such Guarantor shall be enforced and performance received by such Guarantor as trustee for the benefit
of the holders of the Secured Obligations and the proceeds thereof shall be paid over to the Administrative Agent for application to
the Secured Obligations (whether or not then due), but without reducing or affecting in any manner the liability of such Guarantor under
this Section 12.


 






    148 


     


    

 


Section 12.6          Waivers.
Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest, and any notice not provided for herein, as well as
any requirement that at any time any action be taken by the Administrative Agent, any Lender, the L/C Issuer, or any other Person
against the Borrower or any other Loan Party or other obligor, another guarantor, or any other Person.


 


Section 12.7          Limit
on Recovery. Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Section 12
shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Section 12
void or voidable under applicable Law, including fraudulent conveyance law.


 


Section 12.8          Stay
of Acceleration. If acceleration of the time for payment of any amount payable by the Borrower or other Loan Party or other obligor
under this Agreement or any other Loan Document, or under any agreement relating to Hedging Liabilities, Bank Product Liabilities or
Designated Letter of Credit Liabilities, is stayed upon the insolvency, bankruptcy or reorganization of the Borrower or such other Loan
Party or obligor, all such amounts otherwise subject to acceleration under the terms of this Agreement or the other Loan Documents, or
under any agreement relating to Hedging Liabilities, Bank Product Liabilities or Designated Letter of Credit Liabilities, shall nonetheless
be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent made at the request or otherwise with the consent
of the Required Lenders.


 


Section 12.9    
     Benefit to Guarantors. The Loan Parties are engaged in related businesses and
integrated to such an extent that the financial strength and flexibility of the Borrower and the other Loan Parties has a direct
impact on the success of each Guarantor. Each Guarantor will derive substantial direct and indirect benefit from the extensions of
credit hereunder, and each Guarantor acknowledges that this guarantee is necessary or convenient to the conduct, promotion and
attainment of its business.


 


Section 12.10        Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under this Section 12
in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this
Section 12.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under
this Section 12.10, or otherwise under this Section 12, voidable under applicable Laws relating to fraudulent
conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 12.10
shall remain in full force and effect until discharged in accordance with Section 12.3. Each Qualified ECP Guarantor
intends that this Section 12.10 constitute, and this Section 12.10 shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of
the Commodity Exchange Act.


 


Section 12.11        Guarantor
Covenants. Each Guarantor shall take such action as the Borrower is required by this Agreement to cause such Guarantor
to take, and shall refrain from taking such action as the Borrower is required by this Agreement to prohibit such Guarantor from taking.


 


[Signature
Pages to Follow]


 






    149 


     


    

 


This Agreement is entered
into between us for the uses and purposes hereinabove set forth as of the date first above written.


 


	 	BORROWER:
	 	 
	 	PROJECT
    8 MERGERSUB, INC.,
	 	a
    Delaware corporation
	 	 
	 	By: 	/s/ Michael Prior                         
	 	Name: Michael Prior                         
	 	Title:
    President 
	 	 
	 	ALASKA
    COMMUNICATIONS SYSTEMS GROUP, INC.,
	 	a
    Delaware corporation
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title:
    Chief Financial Officer 
	 	 
	 	Guarantors:
	 	 
	 	Alaska
    Management, Inc.,
	 	a
    Delaware corporation
	 	 
	 	By: 	/s/ Michael Prior
	 	Name: Michael Prior                         
	 	Title: President 
	 	 
	 	ALASKA
    COMMUNICATIONS SYSTEMS HOLDINGS, INC.,
	 	a
    Delaware corporation
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer 
	 	 
	 	ACS
    OF THE NORTHLAND, LLC,
	 	an
    Alaska limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer 
	 	 
	 	ACS
    OF ALASKA, LLC,
	 	an
    Alaska limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer 




 


ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.


CREDIT AGREEMENT


 






    


     


    

 


	 	ACS
    OF FAIRBANKS, LLC,
	 	an
    Alaska limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher                         
	 	Name: Laurie Butcher                         
	 	Title: Chief Financial Officer 
	 	 
	 	ACS
    OF ANCHORAGE, LLC,
	 	a
    Delaware limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher 
	 	Name: Laurie Butcher                         
	 	Title: Chief Financial Officer 
	 	 
	 	ACS
    WIRELESS, INC.,
	 	an
    Alaska corporation
	 	 
	 	By: 	/s/ Laurie Butcher 
	 	Name: Laurie Butcher                         
	 	Title: Chief Financial Officer 
	 	 
	 	ACS
    LONG DISTANCE, LLC,
	 	an
    Alaska limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher 
	 	Name: Laurie Butcher                         
	 	Title: Chief Financial Officer 
	 	 
	 	ALASKA
    COMMUNICATIONS INTERNET, LLC,
	 	an
    Alaska limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher 
	 	Name: Laurie Butcher                         
	 	Title: Chief Financial Officer 
	 	 
	 	ALASKA
    COMMUNICATIONS LLC,
	 	an
    Alaska limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher 
	 	Name: Laurie Butcher                         
	 	Title: Chief Financial Officer
	 	 
	 	ACS
    MESSAGING, INC.,
	 	an
    Alaska corporation
	 	 
	 	By: 	/s/ Laurie Butcher 
	 	Name: Laurie Butcher                         
	 	Title: Chief Financial Officer




 


ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.


CREDIT AGREEMENT


 






    


     


    

 


	 	ACS
    INFOSOURCE, INC.,
	 	an
    Alaska corporation
	 	 
	 	By: 	/s/ Laurie Butcher                          
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer 
	 	 
	 	ACS
    CABLE SYSTEMS, LLC,
	 	a
    Delaware limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher 
	 	Name:
    Laurie Butcher
	 	Title: Chief Financial Officer 
	 	 
	 	ALASKA
    COMMUNICATIONS SERVICES, INC.,
	 	an
    Alaska corporation
	 	 
	 	By: 	/s/ Laurie Butcher 
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer 
	 	 
	 	ACS
    OF ALASKA LICENSE SUB, LLC,
	 	an
    Alaska limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher 
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer 
	 	 
	 	ACS
    OF THE NORTHLAND LICENSE SUB, LLC,
	 	an
    Alaska limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher 
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer
	 	 
	 	ACS
    OF FAIRBANKS LICENSE SUB, LLC,
	 	an
    Alaska limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher 
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer 
	 	 
	 	ACS
    OF ANCHORAGE LICENSE SUB, LLC,
	 	an
    Alaska limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher 
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer 




 





ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.


CREDIT AGREEMENT


 







    


     


    

 


 


	 	ACS
    WIRELESS LICENSE SUB, LLC,
	 	an
    Alaska limited liability company
	 	 
	 	By: 	/s/
Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer
	 	 
	 	ACS
    LONG DISTANCE LICENSE SUB, LLC,
	 	an
    Alaska limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer
	 	 
	 	CREST
    COMMUNICATIONS CORPORATION,
	 	a
    Delaware corporation
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer
	 	 
	 	WCI
    CABLE, INC.,
	 	a
    Delaware corporation
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer
	 	 
	 	ALASKA
    NORTHSTAR COMMUNICATIONS, LLC,
	 	a
    Delaware limited liability company
	 	 
	 	By: 	/s/
Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer
	 	 
	 	NORTHSTAR
    LICENSE CORPORATION,
	 	a
    Delaware corporation
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer
	 	 
	 	WCIC
    HILLSBORO, LLC,
	 	a
    Delaware limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer




 


ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.


CREDIT AGREEMENT


 






    


     


    

 


	 	WCI
    LIGHTPOINT LLC,
	 	a
    Delaware limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer
	 	 
	 	NORTHERN
    LIGHTS HOLDINGS, INC.,
	 	a
    Delaware corporation
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer
	 	 
	 	WORLD
    NET COMMUNICATIONS, INC.,
	 	a
    Delaware corporation
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer
	 	 
	 	ALASKA
    FIBER STAR, LLC,
	 	an
    Alaska limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer
	 	 
	 	ALASKA
    FIBER STAR LICENSE CORPORATION,
	 	a
    Delaware corporation
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer
	 	 
	 	TEKMATE,
    LLC,
	 	an
    Alaska limited liability company
	 	 
	 	By: 	/s/ Laurie Butcher
	 	Name: Laurie Butcher
	 	Title: Chief Financial Officer




 


ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.


CREDIT AGREEMENT


 






    


     


    

 


	 	ADMINISTRATIVE
    AGENT
	 	 
	 	FIFTH
    THIRD BANK, NATIONAL ASSOCIATION,
	 	as
    Administrative Agent
	 	 
	 	By: 	/s/ Valerie Schanzer
	 	Name:
    Valerie Schanzer
	 	Title:
    Managing Director




 


ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.


CREDIT AGREEMENT


 






    


     


    

 


	 	LENDERS
	 	 
	 	FIFTH
    THIRD BANK, NATIONAL ASSOCIATION,
	 	as
    a Lender, Swing Line Lender and L/C Issuer
	 	 
	 	By: 	/s/ Valerie Schanzer
	 	Name:
    Valerie Schanzer
	 	Title:
    Managing Director
	 	 
	 	BANK
    OF the WEST,
	 	as
    a Lender
	 	 
	 	By: 	/s/ Leni Preciado
	 	Name:
    Leni Preciado
	 	Title:
    Director, Market Manager
	 	 
	 	COBANK
    ACB,
	 	as
    a Lender
	 	 
	 	By: 	/s/ Gary Franke
	 	Name:
    Gary Franke 
	 	Title:
    Managing Director
	 	 
	 	ING
    CAPITAL LLC,
	 	as
    a Lender
	 	 
	 	By: 	/s/ Stephen M. Nettler
	 	Name:
    Stephen M. Nettler
	 	Title:
    Managing Director
	 	 
	 	By:	/s/ Yael Hayim
	 	Name: Yael Hayim
	 	Title: Director
	 	 
	 	MUFG
    UNION BANK, N.A.,
	 	as
    a Lender
	 	 
	 	By: 	/s/ Ted Jurgielewicz
	 	Name:
    Ted Jurgielewicz
	 	Title:
    Vice President 
	 	 
	 	BANK
    OF AMERICA, N.A.,
	 	as
    a Lender
	 	 
	 	By: 	/s/ Jim McCary
	 	Name:
    Jim McCary
	 	Title:
    Senior Vice President




 


ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.


CREDIT AGREEMENT


 






    


     


    

 


	 	CITIZENS
    BANK, N.A.,
	 	as
    a Lender
	 	 
	 	By:	/s/ Stephen Andersen
	 	Name:
    Stephen Andersen
	 	Title:
    Assistant Vice President
	 	 
	 	ROYAL
    BANK OF CANADA,
	 	as
    a Lender
	 	 
	 	By:	/s/ D.W Scott Johnson
	 	Name:
    D.W Scott Johnson
	 	Title:
    Authorized Signatory
	 	 
	 	SOCIETE
    GENERALE,
	 	as
    a Lender
	 	 
	 	By:	/s/ Valtin Gallani
	 	Name:
    Valtin Gallani
	 	Title:
    Director
	 	 
	 	BANK
    OF HOPE,
	 	as
    a Lender
	 	 
	 	By:	/s/ David Hill
	 	Name:
    David Hill 
	 	Title:
    Senior Vice President
	 	 
	 	SUMITOMO
    MITSUI BANKING CORPORATION,
	 	as
    a Lender
	 	 
	 	By:	/s/ Juan Kreutz
	 	Name:
    Juan Kreutz
	 	Title:
    Managing Director




 


ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.


CREDIT AGREEMENT