Exhibit 10.1


 


Execution Version


 


CREDIT AGREEMENT


 


dated as of March 26, 2020


 


among


 


COMMNET
FINANCE, LLC,

as Borrower


 


COMMNET
WIRELESS, LLC,

as Originator and Servicer


 


ATN INTERNATIONAL, INC.


as Limited Guarantor


 


COBANK,
ACB,

as Administrative Agent, Lead Arranger, and Sole Bookrunner,


 


and


 


the Lenders party hereto


 


________________________________________________________


 


$75,000,000 Senior Secured Delayed Draw
Term Loan


 


________________________________________________________


 






     


     


    

 


TABLE
OF CONTENTS


 


Page


 




	SECTION 1.           DEFINITIONS AND INTERPRETATION	1
	1.1	Definitions	1
	1.2 	Accounting Terms	24
	1.3	Interpretation, etc.	24
	1.4 	Interest Rates; LIBOR Notification	25
	SECTION 2.           LOANS	25
	2.1	Delayed Draw Term Loans	26
	2.2	Use of Proceeds	27
	2.3	Notes	27
	2.4	Interest on Loans	27
	2.5	Default Interest	27
	2.6	Fees	28
	2.7	Voluntary Prepayments; Right to Prepay	28
	2.8 	Mandatory Prepayments	28
	2.9	Controlled Accounts	29
	2.10	Application of Collections	29
	2.11	General Provisions Regarding Payments	30
	2.12	LIBOR Illegality	32
	2.13	LIBOR Rate Unavailable; Effect of Benchmark Transition Event	32
	2.14	Indemnity	34
	2.15	Increased Costs	34
	2.16	Taxes	35
	2.17	Mitigation Obligations; Replacement of Lenders	39
	2.18	Survival	40
	2.19 	CoBank Capital Plan	40
	SECTION 3.           CONDITIONS PRECEDENT	41
	3.1	Closing Date	41
	3.2 	Conditions to Each Credit Extension	43
	3.3 	Conditions to Annual Distributions	44



 






    


     


    

 


TABLE OF CONTENTS


(continued)



 


Page


 


	SECTION 4.           REPRESENTATIONS AND WARRANTIES	46
	4.1	Organization; Requisite Power and Authority; Qualification; Other Names	46
	4.2 	Due Authorization	46
	4.3	No Conflict	46
	4.4 	Governmental and Other Consents	47
	4.5 	Binding Obligation	47
	4.6 	Receivables	47
	4.7	No Material Adverse Effect	47
	4.8	No Change of Control	47
	4.9	Adverse Proceedings, etc.	47
	4.10	Payment of Taxes	48
	4.11	Title to Assets	48
	4.12	No Indebtedness	48
	4.13	No Defaults	48
	4.14	Governmental Regulation	48
	4.15	Margin Stock	48
	4.16	Certain Fees	49
	4.17	Solvency and Fraudulent Conveyance	49
	4.18	Compliance with Statutes, etc.	49
	4.19	Disclosure	49
	4.20	Anti-Corruption; Anti-Terrorism and Sanctions	49
	4.21	Security Interest	50
	4.22	Payment Instructions; etc.	50
	4.23	Qualified ECP Guarantor.	50
	SECTION 5.           AFFIRMATIVE COVENANTS	50
	5.1	Reports	51
	5.2 	Existence	52
	5.3 	Payment of Taxes and Claims	52
	5.4 	Compliance with Laws	52
	5.5	Further Assurances	53
	5.6	Separateness	53
	5.7	Cash Management Systems	56
	5.8	Insurance	57
	5.9	Financial Statements	57



 






    


     


    

 





TABLE OF CONTENTS


(continued)



 


Page



 


	5.10	Due Diligence; Access to Certain Documentation	58
	5.11	CoBank Equity	59
	5.12	AT&T Financial Statements	59
	5.13	Enforcement of Contract	59
	5.14 	Post-Closing Covenant	60
	SECTION 6.           NEGATIVE COVENANTS	60
	6.1	Indebtedness	60
	6.2	Liens	60
	6.3 	Investments	60
	6.4 	Fundamental Changes; Disposition of Assets; Acquisitions	60
	6.5 	Material Contracts and Organizational Documents	61
	6.6 	Sales and Lease-Backs	61
	6.7 	Transactions with Shareholders and Affiliates	61
	6.8	Conduct of Business	61
	6.9 	Fiscal Year	61
	6.10 	Accounts	61
	6.11 	Prepayments of Certain Indebtedness	61
	6.12 	Servicing Agreement	61
	6.13	Independent Manager	61
	6.14 	Sales of Receivables	62
	6.15  	Dividend Restriction	62
	6.16 	Anti-Corruption; Anti-Terrorism; Sanctions	62
	6.17 	Use of Proceeds	63
	6.18 	Credit Date Hedge	63
	6.19 	Amendments to Receivables	63
	SECTION 7.           EVENTS OF DEFAULT	63
	7.1	Events of Default	63
	7.2 	Application of Proceeds	66
	SECTION 8.           ADMINISTRATIVE AGENT	67
	8.1	Appointment of Administrative Agent	67
	8.2 	Powers and Duties	67
	8.3	Collateral Documents	68



 






    


     


    

 





TABLE OF CONTENTS


(continued)



 


Page



 


	8.4	Actions Taken By Lenders	68
	8.5	No Other Duties, Etc	68
	SECTION 9.           MISCELLANEOUS	68
	9.1	Notices; Effectiveness; Electronic Communication	68
	9.2	Expenses; Indemnity; Damage Waiver	70
	9.3	Set-Off	71
	9.4	Amendments and Waivers; Administrative Agent Consents	72
	9.5	Successors and Assigns	73
	9.6	Independence of Covenants	77
	9.7	Survival of Representations, Warranties and Agreements	77
	9.8	No Waiver; Remedies Cumulative	77
	9.9	Marshalling; Payments Set Aside	78
	9.10	Severability	78
	9.11	Headings	78
	9.12	APPLICABLE LAW	78
	9.13	CONSENT TO JURISDICTION	78
	9.14	WAIVER OF JURY TRIAL	79
	9.15 	Usury Savings Clause	79
	9.16	Counterparts	80
	9.17	Effectiveness	80
	9.18	Patriot Act	80
	9.19	Prior Agreements	81
	9.20	Confidentiality	81
	9.21	No Consolidation	81
	9.22 	Keepwell	82



 






    


     


    

 


TABLE OF CONTENTS


(continued)



 


Page



 


	APPENDICES:	A	Delayed Draw Commitments
	 	B	Notice Addresses
	 	C	Eligibility Criteria
	 	D 	Weighted Average Maturity Illustration
	 
	 
	EXHIBITS:	A	Form of Funding Notice
	 	B	Form of Note
	 	C	Form of Available Amount Certificate
	 	D	Form of Assignment Agreement
	 	E 	Form of Closing Date Certificate
	 	F	Form of Solvency Certificate
	 	G	Form of Annual Distribution Request
	 	H	Form of Tax Compliance Certificate





 






    


     


    

 











CREDIT
AGREEMENT


 


This CREDIT AGREEMENT,
dated as of March 26, 2020, is entered into among COMMNET FINANCE, LLC, a Delaware limited liability company, as Borrower
(the “Borrower”), COMMNET WIRELESS, LLC, a Delaware limited liability company (“Commnet Wireless”),
as Originator (in such capacity, the “Originator”) and as Servicer, ATN INTERNATIONAL, INC., a Delaware
corporation, as Limited Guarantor (in such capacity, the “Limited Guarantor”), COBANK, ACB (“CoBank”),
as Administrative Agent (in such capacity, the “Administrative Agent”) and the Lenders (as defined herein) party
hereto.


 


WITNESSETH:


 


WHEREAS,
the Lenders have agreed to extend a senior secured delayed draw term loan (the “Facility”) to the Borrower,
consisting of up to $75,000,000 aggregate principal amount of Delayed Draw Commitments, the proceeds of which will be used by the
Borrower to acquire Receivables from the Originator and to pay fees and expenses related to the foregoing; and


 


WHEREAS, the Borrower
has agreed to secure all of the Secured Obligations by granting to the Administrative Agent, for the benefit of the Secured Parties,
a first priority Lien on all of its assets.


 


NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:


 


SECTION 1.           DEFINITIONS
AND INTERPRETATION


 


1.1           Definitions.
The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following
meanings:


 


“Adjusted
LIBOR Rate” means for the Interest Period for any LIBOR Rate Loan, an interest rate per annum equal to (a) the LIBOR
Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate for such Interest Period; provided that, in no
event shall the Adjusted LIBOR Rate be less than 0.50%.


 


“Administrative
Agent” as defined in the preamble hereto.


 


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


 


“Advance Coverage
Ratio” means, with respect to a Loan requested by the Borrower on a Credit Date, the ratio of (a) the sum of all
remaining Scheduled Receivable Payments with respect to Eligible Receivables to be purchased by the Borrower on such Credit Date
to (b) the sum of all scheduled payments of principal and interest with respect to such Loan set forth in the applicable proposed
Loan Amortization Schedule.


 


“Adverse Proceeding”
means, with respect to any Person, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation
or arbitration (whether or not purportedly on behalf of such Person) at law or in equity, or before or by any Governmental Authority,
domestic or foreign, whether pending or, to the knowledge of such Person, threatened in writing against or affecting such Person
or its properties.


 






    1


     


    

 


“Affiliate”
means, as applied to any Person, any other Person directly or indirectly controlling (including any member of senior management
of such Person), controlled by, or under common control with, that Person. For the purposes of this definition, “control”
(including, with correlative meanings, the terms “controlling,” “controlled by” and “under common
control with”), as applied to any Person, means the possession, directly or indirectly, of the power (a) to vote 10%
or more of the Securities having ordinary voting power for the election of directors of such Person or (b) to direct or cause
the direction of the management and policies of that Person, whether through the ownership of voting securities or other beneficial
interests or by contract or otherwise.


 


“Agent Parties”
as defined in Section 9.1(d)(ii).


 


“Agreement”
means this Credit Agreement, dated as of the Closing Date.


 


“Alternate
Base Rate” means a rate per annum determined by the Administrative Agent on the first Business Day of each week, which
shall be the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus one half of one percent (0.50%)
per annum, and (c) the Adjusted LIBOR Rate for an Interest Period of one (1) month on such day plus one and one half
of one percent (1.50%) per annum; provided that, in no event shall the Alternate Base Rate be less than 0.00%. Any change in the
Alternate Base Rate due to a change in the calculation thereof shall be effective at the opening of business on the first Business
Day of each week or, if determined more frequently, at the opening of business on the first Business Day immediately following
the date of such determination and without necessity of notice being provided to the Borrower or any other Person.


 


“Annual Distribution”
means an annual distribution of funds then held in the Collection Account to or at the direction of the Borrower.


 


“Annual Distribution
Date” as defined in Section 3.3(a).


 


“Annual Distribution
Request” means a notice substantially in the form of Exhibit G.


 


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


 


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


 


“Applicable
Margin” means 2.50% for LIBOR Rate Loans, and 1.50% for Base Rate Loans.


 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.


 






    2


     


    

 


“Assignment”
as defined in the Purchase Agreement.


 


“Assignment
Agreement” means an Assignment and Assumption Agreement entered into by a Lender and an assignee permitted under Section 9.5,
substantially in the form of Exhibit D, with such amendments or modifications as may be approved by the Administrative
Agent.


 


“AT&T”
means AT&T Mobility LLC, a Delaware limited liability company, on behalf of itself and its Affiliates (as defined in the Contract).


 


“Authorized
Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer),
chief executive officer, president or one of its vice presidents (or the equivalent thereof), chief financial officer, treasurer
or manager.


 


“Available
Amount” means, on any Credit Date, (a) if the applicable proposed Weighted Effective Fixed Interest Rate of the
proposed Loan is less than or equal to 5.50%, the UPB of all Eligible Receivables to be sold by the Originator to the Borrower
on such Credit Date, and (b) if the applicable proposed Weighted Effective Fixed Interest Rate of the proposed Loan is greater
than 5.50%, the maximum principal amount of a Loan that allows the applicable Advance Coverage Ratio to be equal to 1.10:1.00.


 


“Available
Amount Certificate” means a certificate, substantially in the form of Exhibit C, executed by an Authorized
Officer of the Borrower and delivered to the Administrative Agent, which sets forth the calculation of the Available Amount, including
a calculation of each component thereof.


 


“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect,
or any successor statute.


 


“Base Rate
Loan” means a Loan bearing interest at a rate determined by reference to the Alternate Base Rate.


 


“Benchmark
Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected
by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement
rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing
market convention for determining a rate of interest as a replacement to the LIBOR Rate for U.S. dollar-denominated syndicated
credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined
would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the LIBOR Rate with an Unadjusted Benchmark Replacement
for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which
may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration
to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of the LIBOR Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or
(b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of the LIBOR Rate with the applicable Unadjusted Benchmark Replacement for U.S. dollar-
denominated syndicated credit facilities at such time.


 






    3


     


    

 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Alternate Base Rate,” the definition of “Interest Period,”
timing and frequency of determining rates and making payments of interest and other administrative 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 the 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).


 


“Benchmark
Replacement Date” means the earlier to occur of the following events with respect to the LIBOR Rate:


 


		(a)	in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,”
the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date
on which the administrator of the LIBOR Rate permanently or indefinitely ceases to provide the LIBOR Rate; or



 


		(b)	in the case of clause (c) of the definition of “Benchmark Transition Event,” the
date of the public statement or publication of information referenced therein.



 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the LIBOR Rate:


 


		(a)	a public statement or publication of information by or on behalf of the administrator of the LIBOR
Rate announcing that such administrator has ceased or will cease to provide the LIBOR Rate, permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR
Rate;



 


		(b)	a public statement or publication of information by the regulatory supervisor for the administrator
of the LIBOR Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR
Rate, a resolution authority with jurisdiction over the administrator for the LIBOR Rate or a court or an entity with similar insolvency
or resolution authority over the administrator for the LIBOR Rate, which states that the administrator of the LIBOR Rate has ceased
or will cease to provide the LIBOR Rate permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide the LIBOR Rate; or



 






    4


     


    

 


		(c)	a public statement or publication of information by the regulatory supervisor for the administrator
of the LIBOR Rate announcing that the LIBOR Rate is no longer representative.



 


“Benchmark
Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable
Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information
of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information
(or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such
statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent
or the Required Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the
Required Lenders) and the Lenders.


 


“Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to LIBOR and solely to the extent that LIBOR has not been replaced with a Benchmark Replacement, the period (a) beginning
at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBOR
Rate for all purposes hereunder in accordance with Section 2.13(b) and (b) ending at the time that a Benchmark
Replacement has replaced the LIBOR Rate for all purposes hereunder pursuant to Section 2.13(b).


 


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


 


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


 


“Borrower”
as defined in the preamble hereto.


 


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


 


“Capital Lease”
means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person (a) as lessee
that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person or (b) as
lessee which is a transaction of a type commonly known as a “synthetic lease” (i.e., a transaction that is treated
as an operating lease for accounting purposes but with respect to which payments of rent are intended to be treated as payments
of principal and interest on a loan for U.S. federal income tax purposes).


 


“Capital Stock”
means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests
and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any
of the foregoing.


 






    5


     


    

 


“Cash”
means money, currency or a credit balance in any demand or deposit account.


 


“Cash Equivalents”
means, as at any date of determination, (a) marketable securities (i) issued or directly and unconditionally guaranteed
as to interest and principal by the United States Government, or (ii) issued by any agency of the United States the obligations
of which are backed by the full faith and credit of the United States, in each case maturing within one (1) year after such
date, (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of
any such state or any public instrumentality thereof, in each case maturing within one (1) year after such date and having,
at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s, (c) commercial
paper maturing no more than one (1) year from the date of creation thereof and having, at the time of the acquisition thereof,
a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit or bankers’ acceptances
maturing within one (1) year after such date and issued or accepted by a Lender or by any commercial bank organized under
the laws of the United States of America or any state thereof or the District of Columbia that (i) is at least “adequately
capitalized” (as defined in the regulations of its primary Federal banking regulator), and (ii) has Tier 1 capital (as
defined in such regulations) of not less than $100,000,000; and (e) shares of any money market mutual fund that (i) has
substantially all of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above,
(ii) has net assets of not less than $500,000,000, and (iii) has the highest rating obtainable from either S&P or
Moody’s.


 


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


 


“Change of
Control” means, at any time, (a) with respect to the Borrower, Commnet Wireless or another Subsidiary of ATN International, Inc.
shall cease to beneficially own and control 100% on a fully diluted basis of the economic and voting interest in the Capital Stock
of the Borrower, (b) with respect to Commnet Wireless, ATN International, Inc. shall cease to (I) beneficially own
and control 50.1% on a fully diluted basis of the economic and voting interest in the Capital Stock of Commnet Wireless, and (II) Control
Commnet Wireless , and (c) with respect to the Limited Guarantor, the occurrence of a “Change of Control” as defined
in that certain Fourth Amended and Restated Credit Agreement, dated as of December 19, 2014, among the Limited Guarantor,
as borrower, each of the other loan parties party thereto, CoBank, as the administrative agent, and the lenders party thereto,
as in effect on the Closing Date.


 






    6


     


    

 


“Close-Out
Costs” means “Close-Out Costs” as defined in the Contract.


 


“Closing Date”
means March 26, 2020.


 


“Closing Date
Certificate” means a Closing Date Certificate of an Authorized Officer of each Credit Party substantially in the form
of Exhibit E.


 


“Closing Payment”
as defined in the Fee Letter.


 


“CoBank”
as defined in the preamble hereto.


 


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


 


“CoBank Equities”
as defined in Section 5.11.


 


“Collateral”
means, collectively, all of the personal property in which Liens are purported to be granted pursuant to the Collateral Documents
as security for the Secured Obligations; provided, however, that any Receivable that is repurchased in accordance
with and pursuant to the terms and conditions of Section 2.8(a) shall no longer constitute Collateral from and
after the date of such repurchase.


 


“Collateral
Documents” means this Agreement, the Security Agreement, the Pledge Agreement, the Control Agreement and all other instruments,
documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order
to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on any personal property of such Credit Party
as security for the Secured Obligations.


 


“Collection
Account” as defined in the Security Agreement.


 


“Collection
Account Bank” as defined in the Security Agreement.


 


“Collection
Account Bank Fee” means, collectively, the fees due and owing to the Collection Account Bank pursuant to the terms of
the Control Agreement.


 


“Collections”
means all Cash collections on the Receivables, including, without limitation, all Scheduled Receivable Payments, all Close-Out
Costs, all non-scheduled payments, all prepayments, all late fees, all other fees, investment earnings, residual proceeds, insurance
proceeds and all other payments received with respect to the Receivables.


 


“Commitment
Availability” means, as of any Credit Date during the Draw Period, the lesser of (a) the Available Amount on such
Credit Date and (b) the Undrawn Amount on such Credit Date.


 


“Commnet Wireless”
as defined in the preamble hereto.


 






    7


     


    

 


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


 


“Communications”
as defined in Section 9.1(d)(ii).


 


“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.


 


“Contract”
means the Network Build and Maintenance Agreement between Commnet Wireless and AT&T, dated as of July 31, 2019, including
all exhibits and addendums appended thereto, in each case, as in effect on the Closing Date, a copy of which has been provided
to the Administrative Agent.


 


“Contractual
Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or
any of its properties is bound or to which it or any of its properties is subject.


 


“Control”
means, the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of
voting securities or other beneficial interests or by contract or otherwise.


 


“Control Agreement”
means the Control Agreement, dated as of the Closing Date, among the Borrower, the Administrative Agent and the Collection Account
Bank.


 


“Credit Date”
means the date of a Credit Extension which shall be the twentieth (20th) calendar day of a given month, or if such day
is not a Business Day, the immediately following Business Day.


 


“Credit Date
Hedge” means an Interest Rate Hedge executed by the Borrower with CoBank, as hedge counterparty, and fully fixing the
interest rate of a proposed Loan on a Credit Date until the Maturity Date of such Loan.


 


“Credit Document”
means any of (a) this Agreement, the Guaranty, the Notes, if any, the Collateral Documents, the Fee Letter, and the Related
Agreements and (b) all other documents, instruments or agreements executed and delivered by any Transaction Party for the
benefit of the Administrative Agent or the Lenders in connection therewith.


 


“Credit Extension”
means the making of a Loan.


 


“Credit Party”
means, each of the Borrower, the Originator, and the Servicer.


 


“Debtor”
as defined in Section 9.21.


 


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


 






    8


     


    

 


“Default”
means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.


 


“Default Funding
Rate” as defined in Section 2.5.


 


“Delayed Draw
Commitment” means the commitment of the Lenders to make or otherwise fund any Loan during the Draw Period. The amount
of each Lender’s Delayed Draw Commitment is set forth on Appendix A or in the applicable Assignment Agreement, subject
to any suspension, adjustment or reduction pursuant to the terms and conditions hereof.


 


“Delayed Draw
Commitment Termination Date” means the earlier to occur of (a) December 31, 2021 and (b) the Termination
Date.


 


“Dollars”
and the sign “$” mean the lawful money of the United States of America.


 


“Draw Period”
means the period beginning on the Closing Date and ending on the Delayed Draw Commitment Termination Date.


 


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


 


		(a)	(i) a determination by the Administrative Agent or (ii) a notification by the Required
Lenders to the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated
syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 2.13(b),
are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate,
and



 


		(b)	(i) the election by the Administrative Agent or (ii) the election by the Required Lenders
to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written
notice of such election to the Borrower and the Lenders or by the Required Lenders of written notice of such election to the Administrative
Agent.



 


“Effective
Fixed Interest Rate” means (a) during the period such Proposed Loan will be a Quoted Rate Loan, the Quoted Rate
of such Loan, and (b) during the period such proposed Loan will be a LIBOR Rate Loan, the effective fixed interest rate of
such Loan after giving effect to the applicable Credit Date Hedge (substituting the fixed hedge rate in lieu of the Adjusted LIBOR
Rate).


 


“Eligibility
Criteria” means the criteria set forth on Appendix C.


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Sections 9.5(b)(iii), 9.5(b)(v) and
9.5(b)(vi) (subject to such consents, if any, as may be required under Section 9.5(b)(iii)).


 


“Eligible
Receivable” means a Receivable with respect to which the Eligibility Criteria are satisfied as of the applicable date
of determination.


 






    9


     


    

 


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


 


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


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, and any successor thereto.


 


“Event of
Default” means any of the conditions or events set forth in Section 7.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, and any successor statute.


 


“Excluded
Amounts” means any amount deposited into the Collection Account in error.


 


“Excluded
Swap Obligation” means, with respect to any Transaction Party providing a guaranty of or granting a security interest
to secure any Swap Obligation of another Transaction Party, if, and to the extent that, all or a portion of the guaranty of such
Transaction Party of, or the grant by such Transaction Party of a security interest to secure, such Swap Obligation (or any guaranty
thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading
Commission (or the application or official interpretation of any thereof) by virtue of such Transaction Party’s failure for
any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined
after giving effect to Section 9.22 and any other “keepwell, support or other agreements” for the benefit
of such guarantor) at the time the guaranty of, or the grant of such security interest by, such Transaction Party becomes effective
with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap,
such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or
grant of security interest is or becomes illegal.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having
its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal
withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan
or Delayed Draw Commitment pursuant to a Law in effect on the date on which (x) such Lender acquires such interest in such
Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.17) or (y) such
Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.16, amounts with respect
to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such
Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply
with Section 2.16 and (d) any U.S. federal withholding Taxes imposed under FATCA.


 






    10


     


    

 


“Facility”
as defined in the recitals hereto.


 


“Fair Valuation”
means, in respect of any Person, the value of the consolidated assets of such Person on the basis of the amount which may be realized
by a willing seller within a reasonable time through collection or sale of such assets at market value on a going concern basis
to an interested buyer who is willing to purchase under ordinary selling conditions in an arm’s-length transaction.


 


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


 


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


 


“Federal Reserve
Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“Fee Letter”
means the letter agreement, dated as of the Closing Date, between the Administrative Agent and the Borrower.


 


“Financial
Officer” means, as applied to any Person, any individual holding the position of president, financial vice president,
treasurer, chief financial officer, chief investment officer or controller.


 


“Fiscal Quarter”
means, with respect to a particular Fiscal Year, each fiscal quarter corresponding to such Fiscal Year.


 






    11


     


    

 


“Fiscal Year”
means for any Person, any consecutive twelve-month period commencing on the date following the last day of the previous fiscal
year and ending on December 31.


 


“Forecasted
Cash Flow Statement” as defined in Section 5.1(b).


 


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


 


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


 


“Funding Notice”
means a notice substantially in the form of Exhibit A.


 


“GAAP”
means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted
accounting principles in effect as of the date of determination thereof.


 


“Governmental
Authority” means any federal, state, municipal, national or other government, governmental department, commission, board,
bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated
with a state of the United States, the United States, or a foreign entity or government, and which has jurisdiction over the applicable
Transaction Party.


 


“Guaranty”
means that certain Limited Guaranty, dated as of the Closing Date, by the Limited Guarantor in favor of the Beneficiaries (as defined
therein).


 


“Guaranty
Default” means a Guaranty Default (as defined in the Guaranty).


 


“Hazardous
Materials” means (a) any explosive or radioactive substances, materials or wastes, (b) any hazardous or toxic
substances, materials or wastes, defined or regulated as such in or under, or that could reasonably be expected to give rise to
liability under, any applicable Environmental Law, including, asbestos or asbestos containing materials, infectious or medical
waste, polychlorinated biphenyls, radon gas, urea-formaldehyde insulation, gasoline or petroleum (including crude oil or any fraction
thereof) or petroleum products and (c) all other substances, materials or wastes of any nature regulated under or with respect
to which liability or standards of conduct are imposed pursuant to any Environmental Law.


 


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


 






    12


     


    

 


“Hedge Counterparty”
means CoBank, ACB, in its capacity as hedge counterparty under the ISDA.


 


“Highest Lawful
Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged,
or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such
applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws
now allow.


 


“IBA”
has the meaning specified in Section 1.4.


 


“Indebtedness”
as applied to any Person, means, without duplication, (a) all indebtedness for borrowed money, (b) that portion of obligations
with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP, (c) notes
payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money, (d) any
obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred
under ERISA), which purchase price is (i) due more than six (6) months from the date of incurrence of the obligation
in respect thereof or (ii) evidenced by a note or similar written instrument, (e) all indebtedness secured by any Lien
on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed
by that Person or is nonrecourse to the credit of that Person, (f) the face amount of any letter of credit issued for the
account of that Person or as to which that Person is otherwise liable for reimbursement of drawings, (g) the direct or indirect
guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with
recourse or sale with recourse by such Person of the obligation of another, (h) any obligation of such Person the primary
purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged,
or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against
loss in respect thereof, (i) any liability of such Person for an obligation of another through any agreement (contingent or
otherwise) (A) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds
for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions
or otherwise) or (B) to maintain the solvency or any balance sheet item, level of income or financial condition of another
if, in the case of any agreement described under subclauses (A) or (B) of this clause (i), the primary purpose or intent
thereof is as described in clause (h) above, and (j) all obligations of such Person in respect of any exchange traded
or over the counter derivative transaction, whether entered into for hedging or speculative purposes.


 






    13


     


    

 


“Indemnified
Breakage” means (a) amounts owed by the Borrower to the Lenders pursuant to Section 2.14 of this Agreement,
and (b) any Close-Out Amount (as defined in the ISDA) due and payable by the Borrower to the Hedge Counterparty pursuant to
the ISDA, in each case, arising as a result of a prepayment under Section 2.8(a) hereof.


 


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


 


“Indemnitee”
as defined in Section 9.2(b).


 


“Independent
Manager” means Kristine E. Eppes, or another natural person meeting the qualifications set forth in Section 6.13
and otherwise acceptable to the Administrative Agent in its sole discretion.


 


“Information”
as defined in Section 9.20.


 


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


 


“Interest
Period” means, subject to the last sentence of this definition, (a) with respect to LIBOR Rate Loans, such period
shall be (i) in the case of the initial Interest Period of a LIBOR Rate Loan, one, two, three, six, or, to the extent made
available by all Lenders, twelve months, and shall commence on the Credit Date of such LIBOR Rate Loan, or (ii) in all other
cases, one month, and shall commence on the date of conversion to a LIBOR Rate Loan or continuation of a LIBOR Rate Loan, and (b) with
respect to Quoted Rate Loans, such period shall be a period agreeable to CoBank in its sole and absolute discretion in each instance;
provided that the minimum Interest Period for a Quoted Rate Loan shall be one (1) year. Notwithstanding the first sentence
hereof: (i) any Interest Period that would otherwise end on a date that is not a Business Day shall be extended to the next
succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end
on the next preceding Business Day, (ii) the Borrower shall not select an Interest Period for any Loan that would end after
the applicable Maturity Date of such Loan, (iii) if any Interest Period begins on the last Business Day of a month or on a
day of a month for which there is no numerically corresponding day in the month in which such Interest Period is to end, such Interest
Period shall be deemed to end on the last Business Day of the final month of such Interest Period, and (iv) the Borrower shall
not select an Interest Period described in clause (a)(i) of this definition that would end after the Delayed Draw Commitment
Termination Date. For the avoidance of doubt, (x) on and as of the last day of each Interest Period with respect to a LIBOR
Rate Loan, such LIBOR Rate Loan shall be deemed to be automatically continued for another Interest Period of one month, and (y) on
and as of the last day of each Interest Period with respect to a Quoted Rate Loan, such Quoted Rate Loan shall be automatically
converted to a LIBOR Rate Loan with an Interest Period of one month.


 






    14


     


    

 


“Interest
Rate” means, (a) with respect to any Loan that is a LIBOR Rate Loan and any Interest Period, the Adjusted LIBOR
Rate plus the Applicable Margin for such Interest Period, (b) with respect to any Loan that is a Base Rate Loan and any Interest
Period, the Alternate Base Rate plus the Applicable Margin for such Interest Period, and (c) with respect to any Loan that
is a Quoted Rate Loan and any Interest Period, the Quoted Rate for such Interest Period.


 


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


 


“Internal
Revenue Code” means the Internal Revenue Code of 1986, and any successor statute.


 


“Investment”
means (a) any direct or indirect purchase or other acquisition by the Borrower of, or of a beneficial interest in, any of
the Securities of any other Person, (b) any direct or indirect redemption, retirement, purchase or other acquisition for value,
from any Person, of any Capital Stock of such Person, and (c) any direct or indirect loan, advance or capital contributions
by such Person to any other Person, including all indebtedness and accounts receivable from that other Person that are not current
assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall
be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases
in value, or write-ups, write-downs or write-offs with respect to such Investment.


 


“IRS”
means the United States Internal Revenue Service, or any successor agency.


 


“ISDA”
means that certain ISDA Master Agreement, dated as of the Closing Date, by and between the Borrower and the Hedge Counterparty,
together with each schedule and annex thereto, and each transaction confirmation entered into thereunder from time to time, as
each such document may from time to time be amended, modified, supplemented, extended, renewed or restated from time to time.


 


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


 


“Lender”
means each financial institution listed on the signature pages hereto as a Lender and any other Person that becomes a party
hereto pursuant to an Assignment Agreement.


 






    15


     


    

 



 


“LIBOR Rate”
means, with respect to any Interest Period, a rate of interest reported by Bloomberg Information Services (or on any successor
or substitute service providing rate quotations comparable to those currently provided by such service, as determined by the Administrative
Agent from time to time, for the purpose of providing quotations of interest rates applicable to dollar deposits in the London
interbank market) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such Interest Period; provided that, in the event the Administrative
Agent is not able to determine the LIBOR Rate using such methodology, the Administrative Agent shall notify the Borrower and the
Administrative Agent and the Borrowers will agree upon a substitute basis for obtaining such quotations; provided further, that
in no event shall the LIBOR Rate be less than 0.50%.


 


“LIBOR Rate
Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate.


 


“Lien”
means (a) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement
to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and
any option, trust or other preferential arrangement having the practical effect of any of the foregoing, and (b) in the case
of Securities, any purchase option, call or similar right of a third party with respect to such Securities.


 


“Limited Guarantor”
as defined in the preamble hereto


 


“Loan”
means each delayed draw term loan made to the Borrower pursuant to Section 2.1(a).


 


“Loan Amortization
Schedule” means, with respect to a Loan, an amortization schedule provided by the Administrative Agent to the Borrower,
setting forth the scheduled principal repayments of a Loan accruing interest at its applicable proposed Weighted Effective Fixed
Interest Rate, which fully amortizes in level principal and interest payments through the Weighted Average Maturity of the Eligible
Receivables to be purchased by the Borrower on such Credit Date.


 


“Margin Stock”
as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.


 


“Material
Adverse Effect” means, (a) a material adverse effect on the business, operations, assets, financial condition or
liabilities of the Transaction Parties taken as a whole, (b) the impairment of any Liens in favor of Administrative Agent,
of the ability of a Transaction Party to perform its obligations under the Credit Documents or of Administrative Agent or any Lender
to enforce any material provision of any Credit Document or collect any of the Secured Obligations, or (c) a material adverse
effect on the enforceability or collectability of the Receivables taken as a whole or any material portion thereof. In determining
whether any individual event would reasonably be expected to have a Material Adverse Effect, notwithstanding that such event does
not of itself have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event
and all other then existing events would reasonably be expected to have a Material Adverse Effect.


 






    16


     


    

 


“Material
Contract” means any contract or other arrangement to which a Credit Party is a party (other than the Credit Documents)
for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.


 


“Maturity
Date” means with respect to a Loan, the maturity date set forth in the applicable Loan Amortization Schedule.


 


“Maximum Committed
Amount” means $75,000,000.


 


“Moody’s”
means Moody’s Investor Services, Inc., and any successor thereto.


 


“Note”
means a promissory note substantially in the form of Exhibit B attached hereto.


 


“Obligations”
means all obligations of every nature of the Borrower (other than Excluded Swap Obligations) from time to time owed to the Administrative
Agent or the Lenders or any of them, under any Credit Document, whether for principal, interest (including interest which, but
for the filing of a petition in bankruptcy with respect to the Borrower, would have accrued on any Obligation, whether or not a
claim is allowed against the Borrower for such interest in the related bankruptcy proceeding), fees, expenses, indemnification
or otherwise.


 


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


 


“Organizational
Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization,
as amended, and its by-laws, as amended, (b) with respect to any limited partnership, its certificate of limited partnership,
as amended, and its partnership agreement, as amended, (c) with respect to any general partnership, its partnership agreement,
as amended, (d) with respect to any limited liability company, its certificate of formation, as amended, and its operating
agreement, as amended, and (e) with respect to any statutory trust, its certificate of trust, as amended, and its trust agreement,
as amended. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document
to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document”
shall only be to a document of a type customarily certified by such governmental official.


 


“Originator”
as defined in the preamble hereto.


 


“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 Credit Document, or sold or assigned an interest in any Loan or Credit Document).


 






    17


     


    

 


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


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 2.17).


 


“Participant”
as defined in Section 9.5(d).


 


“Participant
Register” as defined in Section 9.5(d).


 


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


 


“Payment Date”
means (a) the twentieth (20th) calendar day of each month, or if such day is not a Business Day, the immediately
following Business Day, and (b) each Maturity Date with respect to a Loan.


 


“Pension Plan”
means, any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue
Code or Section 302 of ERISA.


 


“Permitted
Annual Distribution Amount” means, as of an Annual Distribution Date, an amount equal to (a) the amount then on
deposit in the Collection Account minus (b) estimated operating expenses of the Borrower for the next twelve months
as set forth in the Forecasted Cash Flow Statement minus (c) an amount equal to three months of schedule principal
and interest payments with respect to all Loans then outstanding (for purposes of such calculation, assuming each Loan accrues
interest at its applicable Weighted Effective Fixed Interest Rate).


 


“Permitted
Liens” means:


 


		(a)	Liens arising in favor of the Administrative Agent under the Collateral Documents;



 


		(b)	Liens imposed by law for Taxes, assessments or other governmental charges payable by the Borrower
that are not yet due or are being contested in compliance with Section 5.3; and



 


		(c)	Other Liens consented to in writing by the Administrative Agent in its sole discretion.



 


“Person”
means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts, statutory trusts, series trusts, or other organizations, whether or not legal entities, Official Bodies, and Governmental
Authorities.


 






    18


     


    

 


“Platform”
as defined in Section 9.1(d)(i).


 


“Pledge Agreement”
means the Pledge Agreement, dated as of the Closing Date, between Commnet Wireless and the Administrative Agent on behalf of the
Secured Parties.


 


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


 


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


 


“Purchase
Agreement” means that certain Receivables Purchase Agreement dated as of the Closing Date, among the Originator and the
Borrower.


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Transaction Party that has total assets exceeding $10,000,000
at the time the relevant guaranty or grant of security interest becomes effective with respect to such Swap Obligation or such
other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations
promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by
entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Quoted Rate”
means a fixed annual interest rate to be quoted to the Administrative Agent in its sole and absolute discretion.


 


“Quoted Rate
Loan” means a Loan bearing interest at the Quoted Rate.


 


“Receivable”
means the obligations of AT&T under the Contract (as supplemented by each Receivable Invoice) to make Structured Payments and
pay Close-Out Costs with respect thereto, subsequently purchased by the Borrower from the Originator pursuant to the terms
of the Purchase Agreement (for the avoidance of doubt, excluding any Receivables which have been repurchased by the Originator
from the Borrower pursuant to the Purchase Agreement).


 


“Receivable
Invoice” means each invoice delivered by the Originator to AT&T promptly after each “Location Acceptance”
(as defined in the Contract), setting forth the schedule of Structured Payments payable by AT&T with respect to each Cell Site
(as defined in the Contract).


 


“Receivable
Repurchase Event” means (a) with respect to any Receivable, the failure of such Receivable to satisfy the Eligibility
Criteria as of the Credit Date on which such Receivable was sold by the Originator to the Borrower, or (b) any required repurchase
of a Receivable pursuant to Section 3.2 of the Purchase Agreement.


 






    19


     


    

 


“Receivable
Repurchase Price” means, with respect to any Receivable and any date of determination, the UPB of such Receivable, plus
all accrued and unpaid interest at 8% per annum on the UPB of such Receivable through the date on which such Receivable is repurchased.


 


“Recipient”
means the Administrative Agent or Lenders, as applicable.


 


“Register”
as defined in Section 9.5(c).


 


“Related Agreements”
means, collectively, the Purchase Agreement and the Servicing Agreement.


 


“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.


 


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


 


“Required
Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures
of all Lenders.


 


“S&P”
means Standard & Poor’s Rating Services, Inc., a Standard & Poor’s Financial Services, LLC business,
and any successor thereto.


 


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


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by any Governmental Authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person
that is otherwise subject to any Sanctions, or (d) any Person, directly or indirectly, 50% or more in the aggregate owned
by, otherwise controlled by, or acting for the benefit or on behalf of, any Person or Persons described in clause (a), (b) or
(c) of this definition.


 


“Sanctions”
means any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Governmental
Authority.


 


“Scheduled
Receivable Payment” means, for any Receivable, the amounts indicated in the Receivable Invoice relating to such Receivable
as required to be paid by AT&T on particular dates.


 






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“Secured Bank
Product” means agreements or other arrangements entered into by CoBank, on the one hand, and the Borrower, on the other
hand, under which CoBank provides any of the following products or services to the Borrower: (a) credit cards, (b) credit
card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including
controlled disbursement, accounts or services, or (g) foreign currency exchange, and shall include, without limitation, the
CoBank Cash Management Agreement.


 


“Secured Hedge”
means an Interest Rate Hedge permitted under this Agreement that is entered into by CoBank, including any Credit Date Hedge.


 


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


 


“Secured Party”
as defined in the Security Agreement.


 


“Securities”
means any stock, shares, partnership interests, limited liability company interests, voting trust certificates, certificates of
interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other
evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly
known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates
for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.


 


“Securities
Act” means the Securities Act of 1933, and any successor statute.


 


“Security
Agreement” means the Security Agreement, dated as of the Closing Date, between the Borrower and the Administrative Agent
on behalf of the Secured Parties.


 


“Servicer”
means, at any time, the Person then authorized, pursuant to Section 2.01 of the Servicing Agreement, to service, administer
and collect on the Receivables, which shall initially be Commnet Wireless.


 


“Servicer
Default” as defined in the Servicing Agreement.


 


“Servicer
Termination Event” as defined in the Servicing Agreement.


 


“Servicing
Agreement” means the Servicing Agreement, dated as of the Closing Date, among the Borrower, the Servicer, and the Administrative
Agent.


 


“Servicing
Fee” as defined in the Servicing Agreement.


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.


 


“Solvency
Certificate” means a Solvency Certificate of an Authorized Officer of each Credit Party substantially in the form of
Exhibit F.


 






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“Solvent”
means, with respect to any Person, that as of the date of determination, both (a)(i) the sum of such Person’s debt (including
contingent liabilities) does not exceed the assets of such entity, at Fair Valuation, (ii) such Person’s capital is
not unreasonably small in relation to its business as contemplated on the Closing Date, and (iii) such Person has not incurred
and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay
such debts as they become due (whether at maturity or otherwise), and (b) such Person is “solvent” within the
meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes
of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of
the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or
matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial
Accounting Standard No. 5).


 


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


 


“Structured
Payments” as defined in the Contract.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other
business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without
regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees
or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of
that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled
by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed
to be outstanding.


 


“Successor
Servicer” means any successor to the Servicer appointed pursuant to a Successor Servicing Agreement or otherwise pursuant
to the terms of the Servicing Agreement.


 


“Successor
Servicing Agreement” means any successor servicing agreement entered into by the Borrower, the Administrative Agent,
the Administrative Agent and the Successor Servicer named therein, in form and substance acceptable to the Administrative Agent.


 






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


 


“Tax Compliance
Certificate” means a tax certificate substantially in the form of Exhibit H hereto, prepared and delivered
in accordance with Section 2.16(g).


 


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


 


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


 


“Termination
Date” means the earlier to occur of (a) latest Maturity Date with respect to all Loans, and (b) the occurrence
and continuance of an Event of Default and the declaration of all outstanding Obligations to be due and payable pursuant to Section 7.1.


 


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


 


“Transaction
Party” means, each of the Credit Parties and the Limited Guarantor.


 


“UCC”
means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


“Undrawn Amount”
means, on any Credit Date during the Draw Period, the Maximum Committed Amount as permanently and automatically reduced on each
preceding Credit Date by the original principal amounts of the Loans made to the Borrower on all preceding Credit Dates.


 


“Unused Commitment
Fee” as defined in Section 2.6(a).


 


“UPB”
means, with respect to any Receivable, the unpaid principal balance of such Receivable owed by AT&T.


 


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


 


“Weighted
Average Maturity” means, with respect to Eligible Receivables to be sold by the Originator to the Borrower on a Credit
Date, the date which corresponds to the Payment Date that is the number of Payment Dates (rounded to the nearest whole number)
equal to the result of (a) the sum of all of the remaining monthly payments dates remaining on all such Eligible Receivables
divided by (b) the number of such Eligible Receivables. See Appendix D hereto for an illustrative example.


 






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“Weighted
Effective Fixed Interest Rate” means, with respect to any proposed Loan on a Credit Date, the weighted average of the
Effective Fixed Interest Rate applicable to such proposed Loan from the Credit Date of such proposed Loan to the Weighted Average
Maturity of such proposed Loan.


 


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


 


1.2            Accounting
Terms.


 


(a)            Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Limited Guarantor’s audited financial statements, except as otherwise specifically prescribed herein.


 


(b)           Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Credit Document, and any of the Borrower, the Servicer, or any Lender shall so request, the Administrative Agent, each Lender,
the Servicer, and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent
thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue
to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower and the Servicer shall provide to
the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving
effect to such change in GAAP; provided, however, if the Administrative Agent, the Lenders, the Servicer, and the
Borrower are not able to agree to an amendment of such ratio or requirement by the thirtieth (30th) day after the receipt by the
applicable party of a written request pursuant to this Section 1.2(b), then from and after such thirtieth (30th) day,
(i) none of the Administrative Agent, the Lenders, the Servicer, and the Borrower shall be required to negotiate in good faith
in respect of such change in GAAP under this Section 1.2(b), and (ii) such ratio or requirement shall be computed
in accordance with this Agreement in conformity with GAAP as then in effect.


 


1.3           Interpretation, etc..
Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on
the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule
or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include”
or “including,” when following any general statement, term or matter, shall not be construed to limit such statement,
term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether
or not limiting language (such as “without limitation” or “but not limited to” or words of similar import)
is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest
possible scope of such general statement, term or matter. The words “hereof,” “herein,” “hereunder”
and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement. Unless the context requires otherwise or otherwise specified in any applicable Credit Document, (a) reference
to any Person includes that Person’s successors and assignees, (b) any definition of or reference to any Credit Document,
agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements,
or modifications set forth herein or therein); provided, that references to any Credit Document, agreement, instrument
or other document “as in effect on the Closing Date” herein shall be construed as referring to such Credit Document,
agreement, instrument or other document as in effect on the Closing Date, without giving effect to any amendments, supplements,
or modifications on or after the Closing Date, (c) any reference to any law or regulation herein shall refer to such law or
regulation as amended, modified or supplemented from time to time, and (d) unless otherwise specified, all references herein
to times of day shall be references to Denver, Colorado time.


 






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1.4           Interest
Rates; LIBOR Notification. The interest rate on a Loan may be derived from an interest rate benchmark that is, or may in the
future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates
for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable
Laws, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate
is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank
market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade
or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE
Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a
result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be
deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Loans. In light of this eventuality,
public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used
in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election,
Section 2.13(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent
will notify the Borrower, pursuant to Section 2.13(b)(iii), of any change to the reference rate upon which the interest
rate on LIBOR Rate Loans is based. However, 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 the London interbank offered
rate or other rates in the definition of “LIBOR Rate” or with respect to any alternative or successor rate thereto,
or replacement rate thereof (including (a) any such alternative, successor or replacement rate implemented pursuant to Section 2.13(b),
whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (b) the implementation of any
Benchmark Replacement Conforming Changes pursuant to Section 2.13(b)(ii)), including whether the composition or characteristics
of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence
of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or
unavailability.


 






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SECTION 2.          LOANS


 


2.1           Delayed
Draw Term Loans.


 


(a)           Generally.


 


(i)             During
the Draw Period, subject to the terms and conditions hereof, each Lender severally agrees from time to time to make loans to the
Borrower in an aggregate original principal amount up to but not exceeding its Delayed Draw Commitment.


 


(ii)           During
the Draw Period, the aggregate available Delayed Draw Commitments of the Lenders on any Credit Date shall be equal to the Commitment
Availability on such Credit Date.


 


(iii)          The
Delayed Draw Commitments shall expire on the Delayed Draw Commitment Termination Date and no new Loans shall be funded after such
date.


 


(iv)          Amounts
paid or prepaid in respect of any Loan may not be reborrowed.


 


(b)            Borrowing
Mechanics for Loans.


 


(i)            Loans
made on any Credit Date shall be in a minimum original principal amount of $5,000,000; provided, that if the Undrawn Amount
on a Credit Date is less than $5,000,000, Loans made on such Credit Date may be in an original principal amount of less than $5,000,000.


 


(ii)           Whenever
the Borrower desires that the Lenders make a Loan, the Borrower shall deliver to the Administrative Agent a fully executed Funding
Notice together with an Available Amount Certificate no later than 11:00 a.m. at least five (5) Business Days in advance
of the proposed Credit Date. Each such Funding Notice shall be irrevocable, and shall (A) specify the aggregate amount of
the requested Loans, (B) specify the Borrower’s Interest Rate selection and Interest Period (if applicable), (C) set
forth the Weighted Effective Fixed Interest Rate of such proposed Loan, and (D) reflect sufficient Commitment Availability
for the requested Loans.


 


(iii)          The
Lenders shall, upon satisfaction of the conditions precedent specified herein, make the amount of the Loan requested available
to the Borrower not later than 4:00 p.m. on the proposed Credit Date by wire transfer of same day funds in Dollars, to such
account as may be designated in writing to the Administrative Agent by the Borrower.


 


(iv)          Unless
otherwise permitted by the Administrative Agent in its sole discretion, there shall be no more than one (1) Credit Date in
any single calendar quarter.


 


(c)           Principal
Repayment. The Borrower shall repay the outstanding principal balance of each Loan on each Payment Date in accordance with
the applicable Loan Amortization Schedule. Notwithstanding anything herein to the contrary, the entire outstanding principal balance
of each Loan shall be due and payable in full in cash on the applicable Maturity Date of such Loan.


 






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2.2           Use
of Proceeds. The proceeds of the Loans shall be applied by the Borrower to finance the acquisition of Eligible Receivables
from the Originator on the applicable Credit Date pursuant to the Purchase Agreement. No portion of the proceeds of any Credit
Extension shall be used in any manner that causes such Credit Extension or the application by the Borrower of such proceeds to
violate Regulation T or Regulation U of the Board of Governors of the Federal Reserve System or the Exchange Act.


 


2.3           Notes.
If so requested by any Lender prior to the Closing Date, or upon two (2) Business Days prior written notice at any time after
the Closing Date, the Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice,
to any Person who is an assignee of such Lender pursuant to Section 9.5) on the Closing Date (or, if such notice is
delivered after the Closing Date, promptly after the Borrower’s receipt of such notice) a Note or Notes, as so requested,
to evidence the Loans.


 


2.4           Interest
on Loans.


 


(a)           Except
as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through
repayment (whether by acceleration or otherwise) as follows: (i) if a Base Rate Loan, at the Alternate Base Rate plus the
Applicable Margin, (ii) if a LIBOR Rate Loan, at the Adjusted LIBOR Rate plus the Applicable Margin, or (iii) if a Quoted
Rate Loan, at the Quoted Rate.


 


(b)           Interest
payable pursuant to Section 2.4(a) shall be computed on the basis of a 360-day year, in each case for the actual
number of days elapsed in the period during which it accrues. In computing interest on any Loan, the related Credit Date or the
first day of an Interest Period applicable to such Loan shall be included, and the date of payment of such Loan or the expiration
date of an Interest Period applicable to such Loan shall be excluded; provided, that if a Loan is repaid on the same day
on which it is made, one (1) day’s interest shall be paid on that Loan.


 


(c)           Except
as otherwise set forth herein, interest on each Loan shall be payable in arrears on (i) each Payment Date, (ii) with
respect to any prepayment, in whole or in part, of such Loan, the date of such prepayment in an amount equal to the interest accrued
and unpaid on the amount so prepaid to the date of prepayment, and (iii) its applicable Maturity Date.


 


2.5           Default
Interest. Upon the occurrence and during the continuance of a Default or Event of Default, the principal amount of all Loans
outstanding and, to the extent permitted by applicable Law, any interest payments on the Loans or any fees or other amounts owed
hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other
applicable Debtor Relief Laws) payable on demand by the Administrative Agent, at a rate that is 2.00% per annum in excess of the
Interest Rate (or if no applicable Interest Rate applies to such amounts at such time, at a rate that is 2.00% per annum in excess
of the Alternate Base Rate) (the “Default Funding Rate”) otherwise payable hereunder with respect to the Loans
until no Default or Event of Default is then continuing. Payment or acceptance of the increased rates of interest provided for
in this Section 2.5 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event
of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or the Lenders.


 






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2.6           Fees.


 


(a)           Unused
Commitment Fee. Accruing from the Closing Date until the Delayed Draw Commitment Termination Date, the Borrower agrees to pay
to the Administrative Agent for the account of each Lender according to its pro rata share of the Delayed Draw Commitments, a nonrefundable
unused commitment fee (each an “Unused Commitment Fee”) equal to 0.25% (computed on the basis of a year of 360
days, as the case may be, and actual days elapsed) multiplied by the average daily Undrawn Amount. All Unused Commitment Fees shall
be payable in arrears on each Payment Date.


 


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


 


2.7            Voluntary
Prepayments; Right to Prepay. The Borrower shall have the right at its option from time to time after the Draw Period, to prepay
all outstanding Loans in whole without premium or penalty (except as provided in Sections 2.14 and 2.15 and
9.2). Whenever the Borrower desires to prepay all outstanding Loans, it shall provide a prepayment notice to the Administrative
Agent by 11:00 a.m. at least three (3) Business Days prior to the date of such prepayment, setting forth the following
information:


 


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


 


(ii)           the
total principal amount of such prepayment.


 


All prepayment notices
shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such
principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment
is to be made. Any prepayment hereunder shall include all interest and fees due and payable with respect to the Loan and any Close-Out
Amount (as defined in the ISDA) due and payable by the Borrower to the Hedge Counterparty pursuant to the ISDA, and shall be subject
to the Borrower’s obligation to indemnify the Lenders under Section 2.14.


 


2.8           Mandatory
Prepayments.


 


(a)           Receivable
Repurchase Events. Upon the occurrence of a Receivable Repurchase Event with respect to any Receivable, the Borrower shall
prepay all applicable Loans used to finance the affected Receivables in an amount equal to the Receivable Purchase Price for each
affected Receivable (to be applied to installments of such Loans in inverse order of scheduled maturities).


 


(b)           Overadvance.
If the aggregate amount of the Loans at any time exceeds the Delayed Draw Commitments, the Borrower shall prepay the Loans in such
amounts as shall be necessary so that the Loans do not exceed the Delayed Draw Commitments (to be applied to installments of the
Loan with the latest Maturity Date in inverse order).


 






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(c)            Sales
of Receivables Following the Draw Period. Upon the receipt of proceeds from the sale of Receivables pursuant to Section 6.14(a)(ii),
the Borrower shall contemporaneously repay all outstanding Secured Obligations in full with the proceeds of such sale.


 


(d)            AT&T
Prepayment. In the event that AT&T prepays any Receivable, the Borrower shall contemporaneously prepay the applicable Loan
used to finance the Receivable so prepaid in an amount equal to the prepayment by AT&T (to be applied to installments of such
Loan in inverse order of scheduled maturities).


 


(e)            Prepayment
Certificate. Concurrently with any prepayment of any Loan pursuant to Sections 2.8(a), (b), (c), or (d),
the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certificate of an Authorized Officer demonstrating
the calculation of the amount prepaid.


 


(f)            Interest
Payments; Application Among Interest Rate Options. All prepayments pursuant to this Section 2.08 shall be accompanied
by accrued and unpaid interest upon the principal amount of each such prepayment. In accordance with Section 2.14,
the Borrower shall indemnify the Lenders for any loss or expense, including loss of margin, incurred with respect to any such prepayments
applied against LIBOR Rate Loans or Quoted Rate Loans on any day other than the last day of the applicable Interest Period.


 


2.9            Controlled
Accounts.


 


(a)            On
or prior to the date hereof, the Borrower shall cause to be established and maintained, a deposit account at the Collection Account
Bank, in the name of the Borrower, designated as the Collection Account, as to which the Administrative Agent has control for the
benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Control Agreement.


 


(b)           All
income from amounts on deposit in the Collection Account shall be retained in the Collection Account and shall be applied, at the
direction of the Servicer, in accordance with Section 2.10. The Borrower shall treat all income from amounts on deposit
in the Collection Account as its income for U.S. federal, state and local income tax purposes.


 


2.10            Application
of Collections.


 


(a)            So
long as no Event of Default has occurred and is continuing, the Servicer will, by 1:00 p.m. on each Payment Date, apply all
Collections then on deposit in the Collection Account (after giving effect to any withdrawals in accordance with Section 2.10(b) but
before giving effect to any withdrawals in accordance with Section 2.10(d)) as follows:


 


(i)            First,
on a pari passu basis, (A) to the Collection Account Bank, the Collection Account Bank Fees, reimbursable expenses
and indemnification amounts of the Collection Account Bank accrued and unpaid as of such date, and (B) to the Administrative
Agent, to pay any other accrued but unpaid fees, indemnities, and expenses and indemnification amounts of the Administrative Agent
in connection with this Agreement and any other Credit Document;


 






    29


     


    

 


(ii)            Second,
to the Servicer, any accrued and unpaid Servicing Fees or reimbursable expenses due under the Servicing Agreement;


 


(iii)           Third,
to the Administrative Agent for the benefit of the Lenders, to pay all accrued but unpaid interest, fees and expenses and indemnification
amounts of the Lenders in connection with this Agreement and any other Credit Document;


 


(iv)          Fourth,
to the Administrative Agent for the benefit of the Lenders, the aggregate amount of principal payments due with respect to each
outstanding Loan on such date as reflected in each Loan Amortization Schedule, to be applied to principal of the Loans in accordance
with each Loan Amortization Schedule; and


 


(v)           Fifth,
to CoBank, for payment or cash collateralization (if agreed by CoBank) of that portion of Other Liabilities then outstanding.


 


(b)           The
Borrower may cause funds to be withdrawn from the Collection Account to pay to the Person entitled thereto any amounts credited
thereto constituting Excluded Amounts if the Borrower has, prior to such withdrawal and consent, delivered to the Administrative
Agent a certificate setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the
Administrative Agent, which certificate shall include a brief description of the facts and circumstances supporting such request
and designate a date for the payment of such reimbursement, which date shall not be earlier than two (2) Business Days following
delivery of such certificate.


 


(c)            The
Servicer shall withdraw funds from the Collection Account and pay the same to the Administrative Agent as necessary to make any
payment required by this Agreement.


 


(d)           Subject
to the conditions in Section 3.3, the Borrower shall be entitled to an Annual Distribution out of funds held in the
Collection Account once per calendar year.


 






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2.11         General
Provisions Regarding Payments.


 


(a)            All
payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available funds,
without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative
Agent, for the account of the Administrative Agent or the Lenders, as applicable, not later than 3:00 p.m. on the date due
via wire transfer of immediately available funds to:


 


 


 


(or at such other location
or bank account as may be designated by the Administrative Agent from time to time); funds received by the Administrative Agent
after that time on such due date shall be deemed to have been paid by the Borrower on the next Business Day.


 


(b)           All
payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount
being repaid or prepaid.


 


(c)           The
Administrative Agent shall give prompt notice to the Borrower and each Lender (confirmed in writing) if any payment is not made
in conformity with this Section 2.11. Interest shall continue to accrue on any principal as to which a non-conforming
payment is made until such funds become available funds (but in no event less than the period from the date of such payment to
the next succeeding applicable Business Day) at the Default Funding Rate from the date such amount was due and payable until the
date such amount is paid in full.


 


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


 


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


 


(ii)           the
provisions of this Section 2.11(d) shall not be construed to apply to (x) any payment made by the Transaction
Parties pursuant to and in accordance with the express terms of the Credit Documents, or (y) any payment obtained by a Lender
as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than
to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.11(d) shall apply).


 






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Each Transaction 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 Transaction Party rights of setoff and counterclaim
with respect to such participation as fully as if such Lender were a direct creditor of each Transaction Party in the amount of
such participation. This Section 2.11(d) shall not apply to any action taken by CoBank with respect to any CoBank
Equities held by the Borrower, including pursuant to Section 9.3.


 


2.12         LIBOR
Illegality. If any Lender determines that any Change in Law has made it unlawful for any Lender to make, maintain or fund LIBOR
Rate Loans, or to determine or charge interest rates based upon the Adjusted LIBOR Rate, or if any Governmental Authority has imposed
material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank
market, then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such
Lender to make or continue LIBOR Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower
that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, all LIBOR Rate Loans of
such Lender shall convert to Base Rate Loans (either on the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such
LIBOR Rate Loans). Upon any such conversion, the Borrower shall also pay accrued and unpaid interest and all other amounts payable
by the Borrower under this Agreement (including amounts payable under Section 2.14) on the amount so converted.


 


2.13           LIBOR
Rate Unavailable; Effect of Benchmark Transition Event.


 


(a)            Inability
to Determine Rate; Cost. If prior to the commencement of any Interest Period for any LIBOR Rate Loan:


 


(i)             the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that either Dollar
deposits are not being offered to banks in the London interbank LIBOR Rate market or that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; provided that, no Benchmark Transition Event shall have
occurred at such time; or


 


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


 


then the Administrative Agent shall give
notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies
the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any and all LIBOR Rate Loans (upon
the expiration of the Interest Period applicable thereto) shall accrue interest as Base Rate Loans.


 






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(b)           Effect
of Benchmark Transition Event.


 


(i)            Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, upon the occurrence of a Benchmark
Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement
to replace the LIBOR Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become
effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to
all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to
such amendment from Lenders comprising the Required Lenders (which written notice will specify the provisions of such amendment
to which such Lender objects). Any such amendment with respect to an Early Opt-in Election will become effective on the date that
Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept
such amendment. No replacement of the LIBOR Rate with a Benchmark Replacement pursuant to this Section 2.13(b) will
occur prior to the applicable Benchmark Transition Start Date.


 


(ii)            Benchmark
Replacement Conforming Changes. In connection with the implementation 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 Credit 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.


 


(iii)           Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any
occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (B) the implementation of any Benchmark
Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion
of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or
Lenders pursuant to this Section 2.13(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 hereto, except, in each case, as expressly required pursuant to this Section 2.13(b).


 


(iv)          Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period,
the Borrower shall promptly revoke any request for a LIBOR Rate Loan. During any Benchmark Unavailability Period, the component
of the Alternate Base Rate based upon the Adjusted LIBOR Rate will not be used in any determination of Alternate Base Rate.


 






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


 


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


 


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


 


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


 


For purposes of calculating amounts payable
by the Borrower to the Lenders under this Section 2.14, (x) each Lender shall be deemed to have funded each LIBOR
Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar
market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded, and (y) with
respect to Quoted Rate Loans, each Lender shall calculate such amounts in accordance with reasonable methodology established and
consistently applied by such Lender.


 


2.15         Increased
Costs.


 


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


 


(i)             impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected
in the Adjusted LIBOR Rate) or the Issuing Lender;


 


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


 


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


 


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


 






    34


     


    

 


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


 


(c)            Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its
holding company, as the case may be, as specified in this Section 2.15 and delivered to the Borrower shall be conclusive
absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days
after receipt thereof.


 


(d)           Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.15 shall
not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be
required to compensate a Lender pursuant to this Section 2.15 for any increased costs incurred or reductions suffered
more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall
be extended to include the period of retroactive effect thereof).


 


2.16         Taxes.


 


(a)           FATCA.
For purposes of this Section 2.16, the term “applicable Law” includes FATCA.


 


(b)           Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Transaction Party hereunder or under any other
Credit Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable
Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction
or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled
to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority
in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Transaction 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 2.16) the applicable Recipient receives an amount equal to
the sum it would have received had no such deduction or withholding been made.


 






    35


     


    

 


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


 


(d)           Indemnification
by the Borrower. The Transaction Parties shall jointly and severally indemnify each Recipient, within ten (10) days after
demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable
to amounts payable under this Section 2.16) payable or paid by such Recipient or required to be withheld or deducted
from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each of the Transaction Parties shall,
and does hereby agree to, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within
ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative
Agent as required pursuant to Section 2.16 (e) below.


 


(e)           Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the applicable Transaction Party has
not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Transaction
Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.6
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 Credit 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 Credit Document or otherwise payable by the Administrative Agent to the Lender from
any other source against any amount due to the Administrative Agent under this clause (e).


 


(f)            Evidence
of Payments. As soon as practicable after any payment of Taxes by any Transaction Party to a Governmental Authority pursuant
to this Section 2.16, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence
of such payment reasonably satisfactory to the Administrative Agent.


 






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(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 Credit 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 Sections 2.16(g)(ii)(A), (g)(ii)(B) and (g)(ii)(D) below) shall not be required if
in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


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


 


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


 


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


 


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


 


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


 






    37


     


    

 


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


 


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


 


(C)           any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S.
federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law
to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)           if
a payment made to a Lender under any Credit 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 Internal Revenue 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 Internal
Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary
for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has
complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such
payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date
of this Agreement.


 


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


 






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(h)           Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 2.16 (including by the payment of additional
amounts pursuant to this Section 2.16), 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 2.16 with respect to the Taxes giving rise to such
refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified
party, shall repay to such indemnified party the amount paid over pursuant to this clause (h) (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required
to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (h), in no
event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (h) the
payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would
have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This clause (h) shall
not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes
that it deems confidential) to the indemnifying party or any other Person.


 


2.17         Mitigation
Obligations; Replacement of Lenders.


 


(a)           Designation
of a Different Lending Office. If any Lender requests compensation under Section 2.15, or requires any Transaction
Party to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.16, 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 Sections 2.15 or 2.16, as the case may be, in the future, and (ii) would
not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)           Replacement
of Lenders. If any Lender requests compensation under Section 2.15, 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 2.16
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.17(a) above,
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 9.5), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15
or 2.16) and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:


 






    39


     


    

 


(i)            the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.5;


 


(ii)            such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.14)
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 2.15 or payments required to
be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter;
and


 


(iv)          such
assignment does not conflict with applicable Law.


 


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


 


2.18         Survival.
Each party’s obligations under Section 2.12, 2.13, 2.14, 2.15, and 2.16, 2.17
shall survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the
termination of the Delayed Draw Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.


 


2.19         CoBank
Capital Plan.


 


(a)           Each
party hereto acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time) shall govern (i) the
rights and obligations of the parties with respect to the CoBank Equities and any patronage refunds or other distributions made
on account thereof or on account of the Borrower’s patronage with CoBank, (ii) the Borrower’s eligibility for
patronage distributions from CoBank (in the form of CoBank Equities and cash) and (iii) patronage distributions, if any, in
the event of a sale of a participation interest. CoBank reserves the right to assign or sell participations in all or any part
of its Delayed Draw Commitments or outstanding Loans hereunder on a non-patronage basis.


 


(b)           Each
party hereto acknowledges that CoBank has a statutory first lien pursuant to the Farm Credit Act of 1971 on all CoBank Equities
that the Borrower may now own or hereafter acquire, which statutory lien shall be for CoBank’s sole and exclusive benefit.
Notwithstanding anything herein or in any other Credit Document to the contrary, the CoBank Equities shall not constitute security
for the Secured Obligations due to any other Secured Party. To the extent that any of the Credit Documents create a Lien on the
CoBank Equities or on patronage accrued by CoBank for the account of the Borrower (including, in each case, proceeds thereof),
such Lien shall be for CoBank’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither
the CoBank Equities nor any accrued patronage shall be offset against the Secured Obligations except that, in the event of an Event
of Default, CoBank may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of
equity to amounts owed to CoBank under this Agreement, whether or not such amounts are currently due and payable. The Borrower
acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Borrower.
CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default, Default or any other default by the Borrower
or any other Transaction Party, or at any other time, either for application to the Secured Obligations or otherwise.


 






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SECTION 3.          CONDITIONS
PRECEDENT


 


3.1           Closing
Date. The effectiveness of this Agreement and the effectiveness of the Delayed Draw Commitments of the Lenders is subject to
the satisfaction, or waiver in accordance with Section 9.4, of the following conditions on or before the Closing Date:


 


(a)           Credit
Documents. The Administrative Agent shall have received copies of each Credit Document originally executed and delivered by
each applicable Transaction Party and the Collection Account Bank, as applicable, and the original, executed membership interests
of the Borrower representing 100% of all outstanding membership interests of the Borrower, along with executed assignments in blank
with respect thereto.


 


(b)           Organizational
Documents; Incumbency. The Administrative Agent shall have received copies of (i) each Organizational Document executed
and delivered by each Transaction Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental
official, (ii) signature and incumbency certificates of the officers of each Transaction Party, (iii) resolutions of
the board of directors, board of managers, managing member or similar governing body of each Transaction Party approving and authorizing
the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, as applicable,
or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant
secretary or manager as being in full force and effect without modification or amendment, and (iv) a good standing certificate
from the applicable Governmental Authority of each Transaction Party’s jurisdiction of incorporation, organization or formation,
each dated a recent date prior to the Closing Date;


 


(c)           Representations
and Warranties. All representations and warranties of the Transaction Parties set forth in this Agreement and the other Credit
Documents shall have been true and correct in all material respects, except that such representations and warranties that are qualified
in this Agreement by reference to materiality or a Material Adverse Effect shall have been true and correct in all respects, as
of the Closing Date (or, if such representation or warranty makes reference to an earlier date, as of such earlier date).


 


(d)            Collateral.
In order to create in favor of the Administrative Agent, for the benefit of Secured Parties, a valid, perfected first priority
Lien in the Collateral, the Administrative Agent shall have received:


 


(i)            evidence
satisfactory to the Administrative Agent of the compliance by the Credit Parties with their obligations under the Collateral Documents
and the Related Agreements (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver
UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit accounts
as provided therein);


 






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(ii)            the
results of a recent search of all effective UCC financing statements (or equivalent filings) made with respect to any personal
property of the Borrower in Delaware and Commnet Wireless in Delaware, together with copies of all such filings disclosed by such
search, which shall be provided by the Credit Parties;


 


(iii)            lien
releases and UCC financing statement amendments (or similar documents) duly approved by all applicable Persons for filing in all
applicable jurisdictions as may be necessary to release any liens and amend any effective UCC financing statements (or equivalent
filings), respectively, disclosed in such searches with respect to the Collateral (other than any UCC financing statement filed
in connection with the transactions contemplated under the Credit Documents); and


 


(iv)            evidence
that each of the Borrower and Commnet Wireless shall have taken or caused to be taken any other action, executed and delivered
or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing
and recording (other than as set forth herein) reasonably required by the Administrative Agent.


 


(e)            Financial
Statements; Forecasts. The Administrative Agent shall have received from the Credit Parties (i) any historical financial
information regarding the Credit Parties requested by the Administrative Agent, (ii) any financial projections, origination
projections, and cash uses and sources reports with respect to the Credit Parties requested by the Administrative Agent, (iii) the
unaudited annual consolidated balance sheet, statement of income, stockholders’ equity and cash flows of AT&T Mobility
LLC with respect to the Fiscal Year 2018, and (iv) any other financial information regarding the Credit Parties as the Administrative
Agent may reasonably request.


 


(f)            Opinions
of Counsel to Transaction Parties. The Administrative Agent shall have received originally executed copies of the favorable
written opinions of Morgan Lewis Bockius LLP, counsel for the Transaction Parties, as to (i) corporate and enforceability
matters, (ii) the creation and perfection of the security interests (A) in favor of the Administrative Agent in the Collateral
under the Collateral Documents and (B) in favor of the Borrower in the Receivables under the Purchase Agreement, (iii) true
sale and nonconsolidation matters, (iv) non-contravention of the Contract, and (v) such other matters as the Administrative
Agent may reasonably request, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to the Administrative
Agent and its counsel.


 


(g)           Fees
and Expenses. The Credit Parties shall have paid to the Administrative Agent the fees payable on the Closing Date referred
to in the Fee Letter and all outstanding expenses of the Administrative Agent and Lenders shall have been paid by the Credit Parties
or reimbursed to the Administrative Agent and Lenders.


 


(h)           Solvency
Certificates. On the Closing Date, the Administrative Agent shall have received Solvency Certificates from each Credit Party
dated as of the Closing Date and addressed to the Administrative Agent, attesting that before and after giving effect to the Closing
Date, such Credit Party is Solvent.


 






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(i)            Closing
Date Certificates. Each Credit Party shall have delivered to the Administrative Agent an originally executed Closing Date Certificate
attaching a true, complete and correct copy of the Contract.


 


(j)            Cash
Management. The Borrower shall have delivered to the Administrative Agent an originally executed CoBank Cash Management Agreement.


 


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


 


(l)            CoBank
Equity. The Administrative Agent shall have received evidence that the Borrower has made a minimum equity investment of $1,000
in CoBank.


 


(m)           Know
Your Customer; Beneficial Ownership. The Administrative Agent shall have received at least five (5) Business Days prior
to the Closing Date, (A) all documentation and other information requested by (or on behalf of) any Lender in order to comply
with requirements of Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions and (B) if the Borrower qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification.


 


(n)           Cash
Management and Reporting Systems. The Administrative Agent shall be satisfied, in its sole discretion, with each of the Borrower’s,
the Servicer’s and the Originator’s cash management systems and each of the Borrower’s, the Servicer’s,
and the Originator’s operating and reporting procedures and systems, and the Borrower shall have executed account control
agreements and acknowledgements satisfactory to the Administrative Agent in its sole discretion.


 


(o)           Closing
Date Equity Contribution. The Administrative Agent shall have received evidence that Commnet Wireless has made a cash equity
contribution to the Borrower in an amount equal to at least $1,250,000.


 


(p)           Other
Items. The Administrative Agent shall have received such other documents in connection with such transactions as the Administrative
Agent or its counsel may reasonably request.


 


3.2           Conditions
to Each Credit Extension.


 


(a)            Conditions
Precedent. The obligation of the Lenders to make any Loan on any Credit Date is subject to the satisfaction, or waiver in accordance
with Section 9.4, of the following conditions precedent:


 


(i)            each
Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Administrative
Agent (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall be deemed satisfactory
to the Administrative Agent) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any
respect determined by the Administrative Agent to be material, in each case, without the consent of the Administrative Agent;


 






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(ii)            the
Administrative Agent shall have received a Funding Notice executed by an Authorized Officer of the Borrower, together with an Available
Amount Certificate, in each case, at least five (5) Business Days prior to such Credit Date, providing the information described
in Section 2.1(b)(ii), and evidencing sufficient Commitment Availability with respect to the requested Loan, together
with an updated schedule of Receivables including the Receivables to be pledged in connection with the Loan, such schedule to (A) be
in an electronic file format reasonably satisfactory to the Administrative Agent and (B) set forth any other information reasonably
requested by the Administrative Agent with respect to such Credit Date;


 


(iii)           as
of such Credit Date, the representations and warranties made by the applicable Transaction Parties contained herein and in the
other Credit Documents to which it is a party shall be true and correct in all material respects (except that such representations
and warranties that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as
of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all
material respects (except that such representations and warranties that are qualified by materiality or Material Adverse Effect
shall be true and correct in all respects) on and as of such earlier date;


 


(iv)          as
of such Credit Date, both before and after giving effect to such Loan, no event shall have occurred and be continuing or would
result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default;


 


(v)           the
interest rate of the Proposed Loan shall be fully fixed from such Credit Date until the Maturity Date of such Loan pursuant to
a Credit Date Hedge in form and substance satisfactory to the Administrative Agent;


 


(vi)          the
Administrative Agent shall have delivered to the Borrower a Loan Amortization Schedule with respect to such Loan, setting forth
the schedule of principal payments due with respect to such Loan; and


 


(vii)         as
of such Credit Date, the Administrative Agent shall have received a true and correct fully executed copy of the Assignment evidencing
the sale of the Receivables to be sold by the Originator to the Borrower on such Credit Date.


 


The Administrative Agent shall be entitled,
but not obligated, to request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory
to the Administrative Agent confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent, such
request is warranted under the circumstances.


 






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3.3           Conditions
to Annual Distributions.


 


(a)            Annual
Distribution. Within fifteen (15) Business Days after the date that the Credit Parties have delivered to the Administrative
Agent (1) the financial statements certified by a Financial Officer of Commnet Wireless with respect to the Fiscal Year 2021
that are required to be delivered pursuant to Section 5.9(a), and (2) the Forecasted Cash Flow Statement required
to be delivered with such financial statements pursuant to Section 5.1(b) (and in any event after the Draw Period
has expired), the Servicer may release funds out of the Collection Account to (or at the direction of) the Borrower in an amount
no greater than the Permitted Annual Distribution Amount, subject to the satisfaction, or waiver in accordance with Section 9.4,
of the following conditions precedent:


 


(i)            each
Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Administrative
Agent (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall be deemed satisfactory
to the Administrative Agent) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any
respect determined by the Administrative Agent to be material, in each case, without the consent of the Administrative Agent;


 


(ii)           the
Administrative Agent shall have received an Annual Distribution Request executed by an Authorized Officer of the Borrower by no
later than 11:00 a.m. five (5) Business Days prior to the date on which the Borrower proposes to make an Annual Distribution
(the “Annual Distribution Date”), calculating the Permitted Annual Distribution Amount, and setting forth any
other information reasonably requested by the Administrative Agent with respect to such Annual Distribution Date;


 


(iii)          as
of such Annual Distribution Date, the representations and warranties made by the applicable Transaction Parties contained herein
and in the other Credit Documents to which it is a party shall be true and correct in all material respects (except that such representations
and warranties that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as
of such Annual Distribution Date to the same extent as though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and
correct in all material respects (except that such representations and warranties that are qualified by materiality or Material
Adverse Effect shall be true and correct in all respects) on and as of such earlier date;


 


(iv)          as
of such Annual Distribution Date, AT&T is no more than five (5) Business Days late in depositing when due any Scheduled
Receivable Payment or other Collections with respect to any Receivable into the Collection Account;


 


(v)           as
of such Annual Distribution Date, no Receivable is subject to any litigation and AT&T has not asserted any right of rescission,
set-off, counterclaim, recoupment, or other defense with respect to a Receivable;


 






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(vi)          as
of such Annual Distribution Date, no court, regulatory body, administrative agency or other tribunal or governmental instrumentality
having jurisdiction over AT&T or its properties has (a) asserted the invalidity of a Receivable, or (b) sought a
determination or ruling that, if adversely determined, could materially and adversely affect the validity or enforceability of
a Receivable; and


 


(vii)         as
of such Annual Distribution Date, no event shall have occurred and be continuing or would result from such release of funds from
the Collection Account to the Borrower that would constitute an Event of Default or a Default.


 


The Administrative Agent shall be entitled,
but not obligated, to request and receive, prior to the release of any funds from the Collection Account to the Borrower, additional
information reasonably satisfactory to the Administrative Agent confirming the satisfaction of any of the foregoing if, in the
good faith judgment of such Agent, such request is warranted under the circumstances.


 


(b)           Annual
Distribution Limitation. Notwithstanding anything to the contrary herein, unless otherwise permitted by the Administrative
Agent in its sole and absolute discretion, no more than one (1) Annual Distribution shall be made per calendar year.


 


SECTION 4.           REPRESENTATIONS
AND WARRANTIES


 


In order to induce
the Administrative Agent and the Lenders to enter into this Agreement, to make each Credit Extension to be made hereunder, and
to permit each Annual Distribution hereunder, each Credit Party represents and warrants, as to itself, to the Administrative Agent
and the Lenders, on the Closing Date, on each Credit Date and each Annual Distribution Date, that the following statements are
true and correct (it being understood and agreed that the representations and warranties made on the Closing Date are deemed to
be made concurrently with the consummation of the transactions contemplated by the Credit Documents):


 


4.1           Organization;
Requisite Power and Authority; Qualification; Other Names. Each Credit Party (a) is duly organized or formed, validly
existing and in good standing under the laws of the State of its organization, (b) has all requisite power and authority to
own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit
Documents to which it is a party, and to carry out the transactions contemplated thereby and fulfill its Obligations thereunder,
and (c) is qualified to do business and is in good standing in every jurisdiction where its assets are located and wherever
necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing
has not had, and could not be reasonably expected to have, a Material Adverse Effect. Neither the Borrower nor Commnet Wireless
operates or does business under any assumed, trade or fictitious name. The Borrower has no Subsidiaries.


 


4.2           Due
Authorization. The execution, delivery and performance of the Credit Documents to which each Credit Party is a party have been
duly authorized by all necessary action on the part of such Credit Party.


 


4.3           No
Conflict. The execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party and the
consummation of the transactions contemplated by the Credit Documents do not and will not (a)(i) violate any provision of
any Law or any governmental rule or regulation applicable to such Credit Party, except as would not reasonably be expected
to have a Material Adverse Effect, (ii) violate any of the Organizational Documents of such Credit Party, or (iii) violate
any order, judgment or decree of any court or other agency of government binding on such Credit Party, (b) conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such
Credit Party (including, without limitation, the Contractual Obligations of Commnet Wireless under the Contract), (c) result
in or require the creation or imposition of any Lien upon any of the properties or assets of such Credit Party (other than any
Permitted Liens), or (d) require any approval of stockholders, members or partners or any approval or consent of any Person
under any Contractual Obligation of such Credit Party, except for such approvals or consents which will be obtained on or before
the Closing Date and delivered to the Administrative Agent.


 






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4.4           Governmental
and Other Consents. The execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party
and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with,
consent or approval of, permit, license, authorization, plan or directive from, notice to, or other action to, with or by, any
Governmental Authority or any other Person, except for filings and recordings with respect to the Collateral to be made, or otherwise
delivered to the Administrative Agent for filing and/or recordation, as of the Closing Date.


 


4.5           Binding
Obligation. Each Credit Document to which each Credit Party is a party has been duly executed and delivered by such Credit
Party and is the legally valid and binding obligation of such Credit Party and is in full force and effect, enforceable against
such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.


 


4.6           Receivables.
Each Receivable that is identified by the Borrower as an Eligible Receivable on an Available Amount Certificate or Funding Notice
satisfies the Eligibility Criteria.


 


4.7           No
Material Adverse Effect. Since December 31, 2018, no event, circumstance or change has occurred that has caused or evidences,
either individually or in the aggregate, a Material Adverse Effect.


 


4.8           No
Change of Control. No Change of Control has occurred other than with the prior written consent of the Administrative Agent.


 


4.9           Adverse
Proceedings, etc.. There are no Adverse Proceedings pending against any Credit Party, except (a) Adverse Proceedings
affecting the telecommunications industry generally and (b) Adverse Proceedings that, if adversely determined, could not reasonably
be expected to have a Material Adverse Effect. No Credit Party is (x) in violation of any applicable Laws that, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (y) subject to or in default with
respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal
or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 






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4.10         Payment
of Taxes. Except as otherwise permitted under Section 5.3, (a) all U.S. federal income tax returns and all
other material tax returns and reports of the Borrower and Commnet Wireless required to be filed have been timely filed, and (b) all
U.S. federal income Taxes and all other material Taxes due and payable, and all assessments, fees and other governmental charges
upon the Borrower and Commnet Wireless and upon its properties, assets, income, businesses and franchises which are due and payable
have been timely paid when due and payable. Neither the Borrower nor Commnet Wireless knows of any threatened or proposed Tax assessment
against it which is not being actively contested by the Borrower or Commnet Wireless, as applicable, in good faith and by appropriate
proceedings; provided, that such reserves or other appropriate provisions, if any, as shall be required in conformity with
GAAP shall have been made or provided therefor.


 


4.11         Title
to Assets. The Borrower has good and valid title to all of its assets reflected in the most recent financial statements delivered
pursuant to Section 5.9. Except as permitted by this Agreement, all such properties and assets are free and clear of
Liens, other than Permitted Liens.


 


4.12         No
Indebtedness. The Borrower does not have any Indebtedness, other than Indebtedness incurred under (or contemplated by) the
terms of this Agreement and the other Credit Documents.


 


4.13         No
Defaults. No Credit Party is in default in the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in any of its Contractual Obligations, and to each Credit Party’s knowledge, no condition exists
which, with the giving of notice or the lapse of time or both, could constitute such a default, except where, (a) such defaults
have been waived, or (b) individually or in the aggregate, the consequences, direct or indirect, of such default or defaults,
if any, could not reasonably be expected to have a Material Adverse Effect.


 


4.14         Governmental
Regulation. The Borrower is not subject to regulation under the Investment Company Act of 1940 or under any other federal or
state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion
of the Secured Obligations unenforceable. The Borrower is not a “registered investment company” or a company “controlled”
by a “registered investment company” or a “principal underwriter” of a “registered investment company”
as such terms are defined in the Investment Company Act of 1940.


 


4.15         Margin
Stock. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying any Margin
Stock. No part of the proceeds of the Loans made to the Borrower will be used directly or indirectly to purchase or carry any such
Margin Stock, for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry Margin
Stock, to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates,
or is inconsistent with, the provisions of Regulations T or U of the Board of Governors of the Federal Reserve System.


 






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4.16         Certain
Fees. No broker’s or finder’s fee or commission will be payable by the Borrower or Commnet Wireless with respect
to this Agreement or any of the transactions contemplated hereby.


 


4.17         Solvency
and Fraudulent Conveyance. The Borrower is and, upon the incurrence of any Credit Extension by the Borrower on any date on
which this representation and warranty is made, will be, Solvent. No Credit Party is transferring any Collateral with any intent
to hinder, delay or defraud any of its creditors. No Credit Party shall use the proceeds from the transactions contemplated by
this Agreement to give preference to any class of creditors. The Borrower has given fair consideration and reasonably equivalent
value in exchange for the sale of the Receivables under the Purchase Agreement.


 


4.18         Compliance
with Statutes, etc.. Each Credit Party is 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 its business and the ownership of
its property, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.


 


4.19         Disclosure.
No report, financial statement, certificate or other information furnished (whether in writing or orally) by or at the direction
of any Credit Party to the Administrative Agent or the Lenders in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder or under any other Credit Document (in each case, as modified or supplemented
by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, the Credit Parties represent only that such information was prepared in good faith
based upon assumptions believed by the preparer thereof to be reasonable at the time. There are no facts known to any Credit Party
(other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished
to the Administrative Agent or the Lenders for use in connection with the transactions contemplated hereby.


 


4.20         Anti-Corruption;
Anti-Terrorism and Sanctions.


 


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


 


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


 






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(c)           None
of the Credit Parties or their respective Subsidiaries, Affiliates, and to the knowledge of the Borrower, their officers, directors,
employees or agents are Sanctioned Persons or have engaged in, or are now engaged in, or will engage in, any dealings or transactions
with any Sanctioned Person.


 


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


 


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


 


4.21         Security
Interest.


 


(a)            The
Security Agreement creates a valid and continuing security interest (as defined in the UCC) in the Collateral (as defined thereunder)
in favor of the Administrative Agent, for the benefit of the Secured Parties, which security interest is prior to all other liens
(other than Permitted Liens that have priority to the security interest of the Administrative Agent under applicable Law);


 


(b)           Immediately
upon the pledge by the Borrower of the Receivables and the Other Conveyed Property to the Administrative Agent under the Security
Agreement, the Administrative Agent, for the benefit of the Secured Parties, shall have a valid and enforceable security interest
in the Collateral, free and clear of all liens, encumbrances, security interests and rights of others; and


 


(c)           All
filings (including, without limitation, UCC filings or other actions) necessary in any jurisdiction to give the Administrative
Agent, for the benefit of the Secured Parties, a first priority perfected security interest in all assets of the Borrower have
been made, given, taken or performed.


 


4.22         Payment
Instructions; etc.. The Servicer has instructed AT&T with respect to any Receivables to pay all Collections directly into
the Collection Account. To the extent that the Servicer receives any payments with respect to the Receivables (including Close-out
Costs), the Servicer will deposit such amounts in the Collection Account on the same Business Day received. The Collection Account
is maintained solely in the name of the Borrower. The Borrower has not granted any Person, other than the Administrative Agent
as contemplated by this Agreement, dominion and control of the Collection Account, or the right to take dominion and control of
the Collection Account at a future time or upon the occurrence of a future event.


 


4.23         Qualified
ECP Guarantor. Each Credit Party is a Qualified ECP Guarantor.


 






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SECTION 5.           AFFIRMATIVE
COVENANTS


 


Each Credit Party covenants
and agrees that so long as any Delayed Draw Commitment is in effect and until payment in full of all of the Secured Obligations,
it shall perform all covenants applicable to it in this Section 5.


 


5.1           Reports.
The applicable Credit Parties specified below shall deliver, or cause to be delivered, to the Administrative Agent:


 


(a)           Collateral
Reporting. On each Credit Date, the Borrower shall deliver an Available Amount Certificate to the Administrative Agent, in
form and substance satisfactory to the Administrative Agent. Each Available Amount Certificate delivered to the Administrative
Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included
therein. The execution and delivery of an Available Amount Certificate shall in each instance constitute a representation and warranty
by the Borrower to the Lenders that each Receivable included therein satisfies the Eligibility Criteria. In the event any Funding
Notice or Available Amount Certificate with respect to a Loan or other information required by this Section 5.1(a) is
delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Available
Amount Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower
by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative
Agent shall have the right to review and adjust any such calculation of the Available Amount to reflect exclusions from Eligible
Receivables or such other matters as are necessary to determine the Available Amount, but in each case, only to the extent the
Administrative Agent is expressly provided such discretion by this Agreement.


 


(b)           Forecasted
Cash Flow Statement. Together with each delivery of financial statements pursuant to Section 5.9(a), the Borrower
shall provide a detailed forecast of all revenue, operating expenses and debt service obligations of the Borrower for the upcoming
twelve months (such detailed forecast, the “Forecasted Cash Flow Statement”).


 


(c)            Notice
of Default, Servicer Default, and Servicer Termination Event. Promptly upon any Authorized Officer of any Credit Party obtaining
knowledge (i) of any condition or event that constitutes a Default, an Event of Default, a Servicer Default, or a Servicer
Termination Event, (ii) that any Person has given any notice to any Credit Party or taken any other action with respect to
any event or condition set forth in Section 7.1, or (iii) of the occurrence of any event or change that has caused
or evidences, either individually or in the aggregate, a Material Adverse Effect, a certificate of one of its Authorized Officers
specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken
by any such Person and the nature of such claimed Event of Default, Default, Servicer Default, Servicer Termination Event, event
or condition, and what action the applicable Credit Party has taken, is taking and proposes to take with respect thereto;


 


(d)           Notice
of Litigation. Promptly upon any Authorized Officer of any Credit Party obtaining actual knowledge of (i) the institution
of, or non-frivolous threat of, (A) any Adverse Proceeding against the Borrower, or (B) any Adverse Proceeding against
the Servicer that involves a claim or series of claims equal to or in excess of $10,000,000, or that seeks to enjoin or otherwise
prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, or
(ii) any material development in any Adverse Proceeding against any Credit Party that, if adversely determined, would reasonably
be expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages
or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information
as may be reasonably available to the Credit Parties to enable the Administrative Agent and its counsel to evaluate such matters;


 






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(e)            Breach
of Representations and Warranties. Promptly upon any Credit Party becoming aware of a material breach with respect to any representation
or warranty made or deemed made by any Credit Party in any Credit Document or in any certificate at any time given by any Credit
Party in writing pursuant hereto or thereto or in connection herewith or therewith, a certificate of an Authorized Officer specifying
the nature and period of existence of such breach and what action such Credit Party has taken, is taking and proposes to take with
respect thereto;


 


(f)            Information
Regarding Collateral. The Borrower will furnish to the Administrative Agent prior written notice of any change to its (i) corporate
name, (ii) identity, organizational structure or jurisdiction of organization, or (iii) Federal Taxpayer Identification
Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been
made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such
change to have a valid, legal and perfected security interest in all the Collateral. The Borrower agrees to promptly notify the
Administrative Agent if any material portion of the Collateral is damaged or destroyed; and


 


(g)            Tax
Returns. As soon as practicable and in any event within fifteen (15) days following the filing thereof, the Borrower shall
provide to the Administrative Agent copies of each U.S. federal income tax return or information return or report filed by Commnet
Wireless and its consolidated subsidiaries.


 


5.2            Existence.
Each Credit Party shall at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses
and permits material to its business.


 


5.3            Payment
of Taxes and Claims. The Borrower and Commnet Wireless shall pay all Taxes imposed upon it or any of its properties or assets
or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including
claims for labor, services, materials and supplies) for sums that have become due and payable and that by Law have or may become
a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto;
provided, that no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required
in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien
against any of the Collateral, such contested proceedings conclusively operate to stay the sale of any portion of the Collateral
to satisfy such Tax or claim. The Borrower and Commnet Wireless shall not file or consent to the filing of any consolidated income
tax return with any Person.


 






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5.4           Compliance
with Laws.


 


(a)           Each
Credit Party shall comply with the requirements of all applicable Laws, rules, regulations and orders of any Governmental Authority
noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


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


 


5.5           Further
Assurances. At any time or from time to time upon the request of the Administrative Agent, each Credit Party will, at its expense,
promptly execute, acknowledge and deliver such further documents and take such other actions as the Administrative Agent may reasonably
request of such Credit Party in order to effect fully the purposes of the Credit Documents, including providing any Lender with
any information reasonably requested pursuant to Section 9.18.


 


5.6           Separateness.
The Borrower acknowledges that the Lenders are entering into this Agreement in reliance upon the Borrower’s identity as a
legal entity that is separate from any other Person. Therefore, from and after the date of this Agreement, the Borrower shall take
all reasonable steps, including without limitation, all steps that the Administrative Agent may from time to time reasonably request,
to maintain the Borrower’s identity as a separate legal entity and to make it manifest to third parties that the Borrower
is a separate legal entity. Without limiting the generality of the foregoing, the Borrower agrees that it has not and shall not
(except as otherwise provided in the Credit Documents):


 


(a)           fail
to maintain its limited liability company existence and make independent decisions with respect to its daily operations and business
affairs and, other than decisions of its member pursuant to the terms of the limited liability company agreement of the Borrower,
fail to not to be controlled in making such decisions by any Affiliate thereof or any other Person;


 


(b)           fail
to file its own tax returns, if any, as may be required under applicable Law, to the extent it is (i) not part of a consolidated
group filing a consolidated return or returns, or (ii) not treated as a division for tax purposes of another taxpayer, and
pay any taxes so required to be paid under applicable Law;


 


(c)           (i) maintain
an email address used by any Affiliate thereof, or (ii) share a telephone number or facsimile number with any such Affiliate;


 


(d)           fail
to pay its own liabilities only out of its own funds;


 


(e)           fail
to compensate (either directly or through reimbursement of its allocable share of any shared expenses) all employees, consultants
and agents, and Affiliates of the Borrower, to the extent applicable, for services provided to the Borrower by such employees,
consultants and agents or such Affiliates, in each case, from the Borrower’s own funds; provided, however,
that the foregoing shall not require the member of the Borrower to make any additional capital contributions to the Borrower;


 






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(f)            make
or declare any dividends or other distributions of cash or property to the holders of its equity securities or make redemptions
or repurchases of its equity securities, in either case, on a periodic basis any more frequently than monthly or otherwise, in
certain other irregular cases, in accordance with appropriate corporate formalities and consistent with sound business judgment;


 


(g)           engage,
either directly or indirectly, in any business or activity other than the acquisition, ownership, financing and disposition of
the Receivables in accordance with the Credit Documents and activities incidental thereto;


 


(h)           acquire
or own any material asset other than the Collateral and proceeds thereof;


 


(i)            merge
into or consolidate with any Person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose
of all or substantially all of its assets or change its legal structure, without in each case, to the extent permitted by Law,
the Administrative Agent’s consent;


 


(j)            fail
to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of
the jurisdiction of its formation, or without the prior written consent of the Administrative Agent, amend, modify, change, repeal,
terminate or fail to comply with the provisions of the Borrower’s certificate of formation, or its limited liability company
agreement, as the case may be;


 


(k)            own
any Subsidiary or make any investment in, any Person or entity without the consent of the Administrative Agent;


  


(l)            commingle
its assets with the assets of any of its general partners, members, Affiliates, principals or any other Person or entity;


 


(m)          incur
any Indebtedness except the Secured Obligations;


 


(n)           fail
to remain Solvent;


 


(o)           fail
to maintain its records, books of account and bank accounts, separate and apart from those of the general partners, members, principals
and Affiliates of the Borrower or the Affiliates of a general partner or member of the Borrower or any other Person;


 


(p)           except
for the Credit Documents, and as otherwise expressly permitted by the Credit Documents, enter into any contract or agreement with
any other Transaction Party or any general partner, member, principal or Affiliate of any other Transaction Party, except with
the Administrative Agent’s consent and upon terms and conditions that are intrinsically fair and substantially similar to
those that would be available on an arms-length basis with third parties other than any general partner, member, principal or Affiliate
of Commnet Wireless, any other Transaction Party, or any general partner, member, principal or Affiliate thereof or fail to maintain
separate financial statements from those of its general partners, members, principles and Affiliates; provided, however,
that the Borrower’s financial position, assets, liabilities, net worth and operating results may be included in the consolidated
financial statements of Commnet Wireless and its Affiliates; provided, further, that such consolidated financial
statements disclose that the Borrower is a separate legal entity and that its assets are not generally available to satisfy the
claims of creditors of Commnet Wireless and its Affiliates;


 






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(q)           seek
the dissolution or winding up, in whole or in part, of the Borrower or take any action that would cause the Borrower to become
insolvent;


 


(r)            fail
to take reasonable efforts to correct any misunderstanding known to the Borrower regarding the separate identity of the Borrower;


 


(s)            maintain
its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from
those of any other Person;


 


(t)            except
as provided in the Credit Documents, assume or guaranty the debts of any other Person, hold itself out to be responsible for the
debts of any other Person, or otherwise pledge its assets for the benefit of any other Person or hold out its credit as being available
to satisfy the obligations of any other Person;


 


(u)           except
as provided in the Credit Documents, make any loans or advances to any third party, including any general partner, member, principal
or Affiliate of the Borrower, or any general partner, member, principal or Affiliate thereof;


 


(v)           fail
either to hold itself out to the public as a legal entity separate and distinct from any other entity or Person or to conduct its
business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting
business, or (ii) to suggest that the Borrower is responsible for the debts of any third party (including any general partner,
member, principal or Affiliate of the Borrower, or any general partner, member, principal or Affiliate thereof);


 


(w)           fail
to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light
of its contemplated business operations to the extent there exists sufficient cash flow from Collections to do so after payment
of the Secured Obligations, and this provision shall not require the member of the Borrower to make additional capital contributions
to the Borrower;


 


(x)            hold
itself out as or be considered as a department or division (other than for tax purposes) of any general partner, principal, member
or Affiliate of the Borrower or any other Person or entity;


 


(y)           fail
to allocate fairly and reasonably shared expenses (including, without limitation, shared office space and services performed by
an employee of an Affiliate) among the Persons sharing such expenses and to use separate stationery, invoices and checks;


 


(z)            acquire
obligations or securities of its partners, members, shareholders or other Affiliates, as applicable;


 






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(aa)          violate
or cause to be violated the assumptions made with respect to the Borrower in any opinion letter pertaining to substantive consolidation
delivered to the Lenders in connection with the Credit Documents;


 


(bb)         fail
to have Organizational Documents that provide that, so long as the Secured Obligations are outstanding, the Borrower shall not
(i) seek the dissolution or winding up in whole, or in part, of the Borrower, or (ii) file or consent to the filing of
any petition, either voluntary or involuntary, or commence a case under any applicable insolvency, bankruptcy, liquidation or reorganization
statute, or make an assignment for the benefit of creditors without the consent of the Independent Manager; and


 


(cc)          fail
to cause its members, managers, directors, officers, agents and other representatives to act at all times with respect to the Borrower
consistently and in furtherance of the foregoing and in the best interests of the Borrower;


 


(dd)         fail
to observe all requisite organizational formalities under Delaware law.


 


In the event of any inconsistency between
the covenants set forth in this Section 5.6 or the other covenants set forth in this Agreement, or in the event that
any covenant set forth in this Section 5.6 poses a greater restriction or obligation than is set forth elsewhere in
this Agreement, the covenants set forth in this Section 5.6 shall control.


 


5.7           Cash
Management Systems. The Borrower shall establish and maintain cash management systems as set forth below.


 


(a)           Cash
Management System.


 


(i)            The
Borrower shall have established a Collection Account, as described in Section 2.9, into which all Collections in respect
of the Receivables shall be deposited, which account shall be subject to the Control Agreement.


 


(ii)            The
Borrower and the Servicer will instruct (or otherwise cause) AT&T to make all payments with respect to Receivables (including
Close-out Costs) directly into the Collection Account.


 


(iii)           The
Borrower shall not establish any new cash management system without the prior written consent of the Administrative Agent in its
sole discretion, and prior to establishing any such new cash management system, the Borrower shall cause each bank, financial institution
or post office box, as applicable, with which it seeks to establish such a cash management system to enter into a control agreement
similar to the Control Agreement.


 


(iv)          Without
the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Administrative Agent,
(A) change the general instructions given to the Servicer in respect of payments on account of Receivables (including Close-out
Costs) to be deposited in the Collection Account, or (B) change any instructions given to any bank or financial institution
which in any manner redirects the proceeds of any collections in the Collections Account to any account which is not subject to
a control agreement in favor of the Administrative Agent.


 






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(v)           The
Borrower acknowledges and agrees that the funds on deposit in the Collection Account shall continue to be collateral security for
the Secured Obligations secured thereby.


 


(b)           Receivables
Payment Collection. The Borrower and Servicer each agree (i) to instruct or otherwise cause AT&T to make all payments
with respect to Receivables (including Close-out Costs) directly to the Collection Account, and (ii) promptly (and, except
as set forth in the proviso to this Section 5.7(b), in no event later than three (3) Business Days following receipt)
to deposit all Collections received by the Borrower or the Servicer, whether in the form of cash, checks, notes, drafts, bills
of exchange, money orders, credit card payments, electronic payments, ACH payments or otherwise, into the Collection Account in
precisely the form in which they are received (but with any endorsements of the Borrower or the Servicer, as applicable, necessary
for deposit or collection), and until they are so deposited to hold such payments in trust for and as the property of the Administrative
Agent.


 


5.8           Insurance.
The Servicer shall maintain or cause to be maintained, with financially sound and reputable insurers, insurance with respect to
its business and properties and the business and properties of its Subsidiaries against loss and damage of the kinds and of such
types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as customarily
carried or maintained by companies of established reputation engaged in similar businesses, and to the extent not previously delivered
to the Administrative Agent, will deliver evidence thereof to the Administrative Agent on or prior to the Closing Date and thereafter
prior to or upon any expiration thereof, evidence of renewal of such insurance. Subject to Section 5.14, the Servicer
will name the Administrative Agent, pursuant to endorsements and assignments in form and substance reasonably satisfactory to the
Administrative Agent, as an additional insured in the case of all liability insurance. Unless the Administrative Agent otherwise
agrees, all insurance policies required hereunder shall include effective waivers by the insurer of subrogation. Unless the Administrative
Agent otherwise agrees, the Servicer shall use commercially reasonable efforts to obtain for all insurance policies of the Servicer
required hereunder, endorsements providing that each such insurance policy is non-cancelable except upon 30 days’ (and 10
days’ for non-payment of premiums) prior written notice given by the insurer to the Administrative Agent.


 


5.9           Financial
Statements.


 


(a)            Annual
Financial Statements. As soon as available and no later than the earlier to occur of (i) ten (10) days after the
date that the Limited Guarantor is required to file its annual report with the Securities and Exchange Commission as part of its
periodic reporting (if the Limited Guarantor is subject to such reporting requirements) and (ii) one hundred (100) days after
the end of each Fiscal Year, commencing with the Fiscal Year ended December 31, 2020, Commnet Wireless shall deliver to the
Administrative Agent one (1) copy of: (A)(x) the unaudited consolidated balance sheets of Commnet Wireless and its consolidated
Subsidiaries (including the Borrower), and (y) the unaudited balance sheets of the Borrower, in each case, as of the end of
such Fiscal Year and (B)(x) the unaudited consolidated statements of income, stockholders' equity and cash flows of Commnet
Wireless and its consolidated Subsidiaries (including the Borrower), and (y) the unaudited statements of income, stockholders'
equity and cash flows of the Borrower, in each case, as of the end of such Fiscal Year and setting forth in comparative form the
figures for the previous Fiscal Year and accompanied by a certificate signed by a Financial Officer of Commnet Wireless or another
officer of Commnet Wireless acceptable to the Administrative Agent stating that such balance sheet and financial statements present
fairly the financial condition and results of operation of Commnet Wireless and its consolidated Subsidiaries and has been prepared
in accordance with GAAP consistently applied.


 






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(b)           Quarterly
Financial Statements. As soon as available and no later than fifty-five (55) days after the end of each fiscal quarter, Commnet
Wireless shall deliver, or cause to be delivered, to the Administrative Agent one (1) copy of: (i)(A) the unaudited consolidated
balance sheets of Commnet Wireless and its consolidated Subsidiaries (including the Borrower), and (B) the unaudited balance
sheets of the Borrower, in each case, as of the end of such fiscal quarter, and (ii)(A) the unaudited consolidated statements
of income, stockholders’ equity and cash flows of Commnet Wireless and its consolidated Subsidiaries (including the Borrower),
and (B) the unaudited statements of income, stockholders’ equity and cash flows of the Borrower, in each case, as of
the end of such fiscal quarter and prepared and presented in accordance with, and providing all necessary disclosures (other than
footnote disclosure) required by, GAAP and accompanied by a certificate signed by a Financial Officer of Commnet Wireless stating
that such balance sheet and financial statements present fairly the financial condition and results of operation of Commnet Wireless
and its consolidated Subsidiaries and has been prepared in accordance with GAAP consistently applied. Any financial statements
delivered pursuant to this Section 5.9(b) may be subject to adjustment in accordance with GAAP upon delivery of
the financial statements required under Section 5.9(a).


 


5.10         Due
Diligence; Access to Certain Documentation.


 


(a)            Each
of Administrative Agent and the Lenders (and their respective agents or professional advisors) shall have the right under this
Agreement, from time to time, so long as no Event of Default has occurred and is continuing upon three (3) Business Days'
prior notice to the relevant party (or, following the occurrence of an Event of Default, at any time, in their sole discretion),
to examine and audit, during regular business hours, any and all of the books, records, financial statements, credit and collection
policies, directors, officers and key employees of the Credit Parties, or held by another Person for a Credit Party or on its behalf,
concerning or otherwise affecting the Receivables or the Credit Documents. The Administrative Agent and the Lenders (and their
respective agents and professional advisors) shall treat as confidential any information obtained during the aforementioned examinations
which is not already publicly known or available; provided, however, that the Administrative Agent (and its agents
or professional advisors) may disclose such information if required to do so by law or by any regulatory authority.


 


(b)           so
long as no Event of Default has occurred and is continuing upon three (3) Business Days' prior notice to the relevant party
(or, following the occurrence of an Event of Default, at any time, in their sole discretion) and during regular business hours,
each Credit Party agrees to promptly provide the Administrative Agent and the Lenders (and their respective agents or professional
advisors) with access to, copies of and extracts from any and all documents, records, agreements, instruments or information which
the Administrative Agent (and its agents or professional advisors) may reasonably require in order to conduct periodic due diligence
relating to the Credit Parties in connection with the Receivables and the Credit Documents.


 






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(c)            Upon
three (3) Business Days’ prior notice to the relevant party and during normal business hours, each Credit Party will
make available to the Administrative Agent and the Lenders (and their respective agents or professional advisors) knowledgeable
financial, accounting, legal and compliance officers for the purpose of answering questions with respect to the Credit Parties
and the Receivables and to assist in the Administrative Agent's and/or the Lender's diligence.


 


(d)           All
reasonable costs and expenses incurred by the Administrative Agent and the Lenders (and their respective agents or professional
advisors) in connection with the matters outlined in this Section 5.10 shall be expenses reimbursable in accordance
with Section 9.2, which the Borrower shall reimburse to the Administrative Agent or the Lenders, as applicable, or
shall pay or cause to be paid.


 


(e)           Prior
to the occurrence of an Event of Default, the Administrative Agent and the Lenders, collectively, shall not conduct more than one
(1) examination or audit pursuant to this Section 5.10 at the expense of the Borrower per calendar quarter.


 


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


 


5.12         AT&T
Financial Statements. No later than one hundred (120) days after the end of each Fiscal Year, commencing with the Fiscal Year
ended December 31, 2020, the Borrower shall use commercially reasonable efforts to deliver to the Administrative Agent one
(1) copy of: (i) the unaudited consolidated balance sheets of AT&T Mobility LLC, and (ii) the unaudited consolidated
statements of income, stockholders' equity and cash flows of AT&T Mobility LLC, in each case, as of the end of such Fiscal
Year.


 


5.13         Enforcement
of Contract. Each Credit Party shall promptly enforce all of AT&T’s material obligations under the Contract and any
related documents.


 






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5.14         Post-Closing
Covenant. On or before 30 days after the Closing Date (or such other date as agreed to in writing by the Administrative Agent
in its sole discretion), the Borrower shall deliver to the Administrative Agent evidence, pursuant to endorsements in form and
substance reasonably satisfactory to the Administrative Agent, that the Administrative Agent has been named as an additional insured
in the case of all liability insurance described in Section 5.8.


 


SECTION 6.           NEGATIVE
COVENANTS


 


Each Credit Party covenants
and agrees that so long as any Delayed Draw Commitment is in effect and until payment in full of all of the Secured Obligations,
it shall perform all covenants applicable to it in this Section 6.


 


6.1           Indebtedness.
The Borrower shall not directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly
liable with respect to any Indebtedness, except the Secured Obligations.


 


6.2            Liens.
The Borrower shall not, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property
or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of the Borrower whether
now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect,
any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the
UCC of any State or under any similar recording or notice statute, except (a) Liens in favor of the Administrative Agent for
the benefit of Secured Parties granted pursuant to any Credit Document, and (b) Permitted Liens.


 


6.3           Investments.
The Borrower shall not make or own any Investment, except Investments in Cash, Cash Equivalents and Receivables.


 


6.4           Fundamental
Changes; Disposition of Assets; Acquisitions. The Borrower shall not (a) enter into any transaction of merger or consolidation,
or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or (b) convey, sell, lease or sub-lease
(as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any
part of its business, assets (including, but not limited to, the Receivables) or property of any kind whatsoever, whether real,
personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, except as otherwise permitted in
the Credit Documents, or (c) acquire by purchase or otherwise the business, property or fixed assets of, or stock or other
evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except
Investments made in compliance with Section 6.3. No Credit Party (other than the Borrower) shall (a) enter into
any transaction of merger or consolidation in which such Credit Party or a Subsidiary of a Transaction Party is not the surviving
entity, liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) or (b) convey, sell, lease or sub-lease
(as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially
all of its business, assets or property, except, in each case, without the prior written consent of the Administrative Agent.


 






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6.5           Material
Contracts and Organizational Documents. The Borrower shall not (a) enter into any Material Contract with any Person, (b) agree
to any material amendment, restatement, supplement or other modification to, or waiver of, any of its material rights under any
Related Agreement after the Closing Date, or (c) materially amend or permit any material amendments to its Organizational
Documents, without in each case obtaining the prior written consent of the Administrative Agent to such entry, amendment, restatement,
supplement, modification or waiver, as the case may be.


 


6.6           Sales
and Lease-Backs. The Borrower shall not directly or indirectly become or remain liable as lessee or as a guarantor or other
surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which
the Borrower (a) has sold or transferred or is to sell or to transfer to any other Person, or (b) intends to use for
substantially the same purpose as any other property which has been or is to be sold or transferred by the Borrower to any Person
in connection with such lease.


 


6.7           Transactions
with Shareholders and Affiliates. The Borrower shall not, directly or indirectly, enter into or permit to exist any transaction
(including the purchase, sale, lease or exchange of any property or the rendering of any service) with any of its Affiliates other
than the transactions contemplated or permitted by the Credit Documents.


 


6.8           Conduct
of Business. From and after the Closing Date, the Borrower shall not engage in any business other than the businesses engaged
in by the Borrower on the Closing Date.


 


6.9           Fiscal
Year. No Credit Party shall change its Fiscal Year.


 


6.10         Accounts.
The Borrower shall not establish or maintain any deposit account or a securities account that is not subject to a “control
agreement” in favor of the Administrative Agent. The Borrower shall not, nor direct any Person to, deposit Collections in
a deposit account or a securities account that is not the Collection Account.


 


6.11         Prepayments
of Certain Indebtedness. The Borrower shall not, directly or indirectly, voluntarily purchase, redeem, defease or prepay any
principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity,
other than the Secured Obligations.


 


6.12         Servicing
Agreement. The Borrower shall not (a) terminate the Servicing Agreement, or (b) designate a replacement Servicer,
in each case, without the consent of the Administrative Agent.


 


6.13         Independent
Manager. The Borrower shall not fail at any time to have at least one (1) Independent Manager that is not and has not
been for at least five (5) years, (a) a shareholder (or other equity owner) of, or an officer, director, partner, manager,
member (other than as a special member in the case of single member Delaware limited liability companies), employee, attorney or
counsel of, the Borrower or any of its Affiliates, (b) a customer or creditor of, or supplier to, the Borrower or any of its
Affiliates, who derives any of its purchases or revenue from its activities with the Borrower or any of its Affiliates (other than
a de minimis amount), (c) a person who controls or is under common control with any such officer, director, partner, manager,
member, employee, supplier, creditor or customer, or (d) a member of the immediate family of any such officer, director, partner,
manager, member, employee, supplier, creditor or customer; provided that the foregoing subclause (a) shall not apply
to any Person who serves, or has served, as an independent director or an independent manager for any Affiliate of the Borrower;
provided, that upon the death or incapacity of such Independent Manager, the Borrower will have a period of ten (10) Business
Days following such event to appoint a replacement Independent Manager; provided, further, that the Borrower shall
cause its Independent Manager not to resign until a replacement independent director has been appointed; provided, further,
that before any Independent Manager is replaced, removed, resigns or otherwise ceases to serve (for any reason other than the death
or incapacity of such Independent Manager), the Borrower shall provide written notice to the Administrative Agent no later than
two (2) Business Days prior to such replacement, removal or effective date of cessation of service and of the identity and
affiliations of the proposed replacement Independent Manager.


 






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6.14         Sales
of Receivables.


 


(a)            Sales
by the Borrower. The Borrower shall not sell, transfer or otherwise dispose of any Receivables without the prior written consent
of the Administrative Agent (which consent may be granted or withheld in its sole discretion), with the exception of the sale,
transfer or disposition of any Receivable:


 


(i)            in
accordance with Section 2.8(a) in connection with a Receivable Repurchase Event; and


 


(ii)            after
the Delayed Draw Commitment Termination Date, so long as the proceeds from such sale are sufficient to prepay all of the Secured
Obligations and the proceeds of such sale are contemporaneously applied to prepay all outstanding Secured Obligations in full.


 


(b)           Sales
by Commnet Wireless. Commnet Wireless shall not sell, transfer or otherwise dispose of any obligation of AT&T under the
Contract (as supplemented by each Receivable Invoice) to make Structured Payments and pay Close-Out Costs with respect thereto
without the prior written consent of the Administrative Agent (which consent may be granted or withheld in its sole discretion),
with the exception of the sale, transfer or disposition of any Receivable to the Borrower in accordance with the terms of the Purchase
Agreement.


 


6.15         Dividend
Restriction. The Borrower shall not make any payments of Cash dividends or other Cash distributions to Commnet Wireless or
otherwise, other than (i) Annual Distributions permitted by this Agreement and (ii) Cash dividends or Cash distributions
made with the prior written consent of the Administrative Agent.


 


6.16         Anti-Corruption;
Anti-Terrorism; Sanctions.


 


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


 






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


 


6.17         Use
of Proceeds. No Credit Party shall (a) use the proceeds of any Credit Extension hereunder, whether directly or indirectly,
and whether immediately, incidentally or ultimately, to purchase or carry Margin Stock or to extend credit to others for the purpose
of purchasing or carrying Margin Stock or to refund indebtedness originally incurred for such purpose or (b) request any Credit
Extension or use (or permit the use by any of its Subsidiaries or its or their respective Affiliates, directors, officers, employees
or agents) the proceeds of any Credit Extension, whether directly or indirectly, in violation of Anti-Corruption Laws, Anti-Terrorism
Laws, Sanctions or other applicable Law.


 


6.18          Credit
Date Hedge. The Borrower shall not terminate any Credit Date Hedge without the prior written consent of the Administrative
Agent.


 


6.19          Amendments
to Receivables. No Credit Party shall amend, modify, restructure or waive the terms, condition or provisions of any Receivable
without the Administrative Agent’s prior written consent, provided that such consent shall not be unreasonably withheld,
conditioned or delayed.


 


SECTION 7.           EVENTS
OF DEFAULT


 


7.1           Events
of Default. Each of the following conditions or events shall constitute an “Event of Default” hereunder:


 


(a)           Failure
to Make Payments When Due. The failure by any Credit Party, as applicable, to make payments of any principal, interest, premiums,
or fees due to the Administrative Agent or the Lenders, or the failure of any Credit Party, as applicable, to make any other payment
or deposit required to be made under any Credit Documents or any other Secured Obligation within three (3) Business Days of
the date such payment or deposit is due or, if any such payment is due on a Maturity Date, such failure to make such payment on
such Maturity Date; or


 


(b)           Cross
Defaults. (i) The failure by the Servicer to make payments when due (after giving effect to any applicable grace period)
on any Indebtedness in excess of $10,000,000, or (ii) the occurrence of any event of default under any Indebtedness of the
Servicer in excess of $10,000,000, which event of default extends beyond the applicable grace period, if any, provided therefor;
or


 


(c)           Breach
of Certain Affirmative Covenants. Failure of any Credit Party, as applicable, to perform or comply with any covenant or other
agreement contained in Sections 5.2, 5.3, 5.4, 5.6, 5.7, 5.9, 5.11, 5.14
or 6, hereof unless otherwise previously consented to by the Administrative Agent in writing; or


 


(d)           Breach
of Representations, etc. Any representation, warranty, certification or other statement made or deemed made by any Credit
Party in any Credit Document to which it is a party or in any statement or certificate at any time given by any Credit Party or
any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith, other than any representation,
warranty, certification or other statement which gives rise to a Receivable Repurchase Event, shall be false as of the date made
or deemed made and which shall not have been remedied or waived within fifteen (15) Business Days after the earlier of (i) an
Authorized Officer of such Credit Party becoming aware of such falsity, or (ii) receipt by such Credit Party of written notice
from the Administrative Agent or any Lender of such falsity; or


 






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(e)            Other
Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any covenant or other
term contained herein or any of the other Credit Documents to which it is a party, other than any such term referred to in any
other provision of this Section 7.1, and shall not have been remedied or waived within fifteen (15) Business Days after
the earlier of (i) an Authorized Officer of such Credit Party becoming aware of such default, or (ii) receipt by such
Credit Party of written notice from the Administrative Agent or any Lender of such default; or


 


(f)            Involuntary
Bankruptcy; Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for
relief (other than a decree or order described in clause (ii)) in respect of any Credit Party in an involuntary case under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or
order is not stayed; or any other similar relief shall be granted under any applicable federal or state law, or (ii) an involuntary
case shall be commenced against any Credit Party under the Bankruptcy Code or under any other applicable bankruptcy, insolvency
or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment
of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over such Credit Party shall
have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian
of such Credit Party, and any such event described in this clause (ii) shall continue for sixty (60) days without having been
dismissed, bonded or discharged; or


 


(g)            Voluntary
Bankruptcy; Appointment of Receiver, etc. (i) Any Credit Party shall commence a voluntary case under the Bankruptcy
Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry
of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such
law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial
part of its property; or any such Credit Party shall make any assignment for the benefit of creditors, or (ii) any Credit
Party shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become
due; or the board of directors (or similar governing body) of such Credit Party (or any committee thereof) shall adopt any resolution
or otherwise authorize any action to approve any of the actions referred to herein or in Section 7.1(f); or


 


(h)           Judgments
and Attachments. Any money judgment, writ or warrant of attachment or similar process involving the Borrower, or any money
judgment, writ or warrant of attachment or similar process involving the Servicer at any time in excess of $10,000,000 in the aggregate,
to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has not denied coverage,
shall be entered or filed against such Credit Party or any of their respective assets and (i) shall remain undischarged, unvacated,
unbonded or unstayed for a period of sixty (60) days (or in any event later than five (5) days prior to the date of any proposed
sale thereunder in connection with any enforcement proceedings commenced by a creditor upon such judgment, writ, warrant of attachment
or similar process), or (ii) a decree or order is entered for the appointment of a receiver, liquidator, sequestrator, trustee,
or custodian assignee for the benefit of creditors (or other officer having similar powers) over such assets; or


 






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(i)             Dissolution.
Any order, judgment or decree shall be entered against any Credit Party decreeing the dissolution or split up of such Credit Party
and such order shall remain undischarged or unstayed for a period in excess of sixty (60) days; or


 


(j)             Change
of Control. A Change of Control shall occur; or


 


(k)            Collateral
Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) this Agreement, the Guaranty,
or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance
with the terms hereof or thereof or the satisfaction in full of all Secured Obligations in accordance with the terms hereof) or
shall be declared null and void or the enforceability thereof shall be impaired in any material respect, or the Administrative
Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral
Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of
the Administrative Agent or any Secured Party to take any action within its control, or (ii) any of the Credit Documents identified
in clause (a) of the definition thereof for any reason, other than the satisfaction in full of all Secured Obligations, shall
cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or a party
thereto, as the case may be, shall repudiate its obligations thereunder or shall contest the validity or enforceability of any
Credit Document in writing; or


 


(l)            Servicing
Agreement. A Servicer Default shall have occurred and has not been cured as permitted under the Servicing Agreement; or


 


(m)           Receivable
Repurchase Event. Upon the occurrence of a Receivable Repurchase Event, the failure of the Originator to repurchase the affected
Receivables pursuant to the terms of the Purchase Agreement at a price equal to the Receivable Repurchase Price plus any Indemnified
Breakage; or


 


(n)           Material
Exceptions. A material exception in any audit conducted pursuant to Section 5.10 which is not cured within fifteen
(15) Business Days of the earlier to occur of an Authorized Officer of the applicable Credit Party having knowledge thereof or
an Authorized Officer of the applicable Credit Party receiving written notice thereof from the Administrative Agent; or


 


(o)           Material
Adverse Effect. The occurrence of any event which is reasonably determined by the Administrative Agent, acting in good faith,
to have a Material Adverse Effect; or


 






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(p)            Guaranty
Trigger Event. The occurrence of the Trigger Event (as defined in the Guaranty) and such failure or default extends beyond
the applicable grace period, if any, provided therefor; or


 


(q)            AT&T
Insolvency Event. AT&T is the subject of an Insolvency Event (as defined in the Purchase Agreement); or


 


(r)            AT&T
Late Payment. AT&T fails to deposit when due any Scheduled Receivable Payment or other Collections with respect to a Receivable
into the Collection Account, and such failure continues for thirty (30) days.


 


(s)            Guaranty
Event of Default. The occurrence of any Guaranty Default.


 


THEN, (A) upon the occurrence of any
Event of Default described in Sections 7.1(f), 7.1(g) or 7.1(i), automatically, and (B) upon the
occurrence and during the continuance of any other Event of Default, at the request of the Administrative Agent (or the request
of the Required Lenders delivered by the Administrative Agent), upon notice to the Borrower and the Servicer by the Administrative
Agent, (x) the Delayed Draw Commitments, if any, shall immediately terminate; (y) each of the following shall immediately
become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby
expressly waived by each Transaction Party: (1) the unpaid principal amount of and accrued interest on the Loans and (2) all
other Obligations; and (z) the Administrative Agent may enforce any and all Liens and security interests created pursuant
to the Collateral Documents.


 


Upon the occurrence and during the continuance
of an Event of Default, the principal amount of all Loans outstanding and, to the extent permitted by applicable Law, any interest
payments on the Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post-petition interest
in any Insolvency Proceeding) payable in accordance with the provisions of Section 2.10 at the Default Funding Rate
until no Event of Default is then continuing.


 


7.2           Application
of Proceeds. After the exercise of remedies provided for in Section 7.1 (or after the Obligations have automatically
become immediately due and payable as set forth in Section 7.1), any amounts held in the Collection Account and/or
received on account of the Secured Obligations shall be applied by the Administrative Agent in the following order:


 


(a)            First,
on a pari passu basis, (i) to the Collection Account Bank, the Collection Account Bank Fees, reimbursable expenses
and indemnification amounts of the Collection Account Bank accrued and unpaid as of such date, and (ii) to the Administrative
Agent, to pay any other accrued but unpaid fees and expenses and indemnification amounts of the Administrative Agent in connection
with this Agreement and any other Credit Document;


 


(b)           Second,
to the Servicer, any accrued and unpaid Servicing Fees or reimbursable expenses due under the Servicing Agreement;


 


(c)            Third,
to the Administrative Agent for the benefit of the Lenders, to pay any accrued but unpaid interest, fees and expenses and indemnification
amounts of the Lenders in connection with this Agreement and any other Credit Document (including, without limitation, any Closing
Payment);


 






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(d)           Fourth,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, and
fees, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth payable to them;


 


(e)            Fifth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion
to the respective amounts described in this clause Fifth held by them;


 


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


 


(g)           Seventh,
to CoBank, for payment or cash collateralization (if agreed by CoBank) of that portion of Other Liabilities then outstanding; and


 


(h)            Last,
the balance, if any, after payment in full of all of the Secured Obligations, to the Borrower or as otherwise required by Law.


 


If and to the extent the Administrative
Agent has received notice or other evidence that any amount claimed as a Secured Obligation is or could reasonably be determined
to be an Excluded Swap Obligation with respect to any Transaction Party, amounts received from such Transaction Party or its assets
shall not be applied to such Excluded Swap Obligations with respect to such Transaction Party, and adjustments shall be made with
respect to amounts received from other Transaction Parties and their assets as the Administrative Agent may determine, in consultation
with or at the direction of, the Lenders to be equitable (which may include the purchase and sale of participation interests) so
that, to the maximum extent practical, the benefit of all amounts received from the Transaction Parties and their assets are shared
in accordance with the allocation of recoveries set forth above that would apply if the applicable Swap Obligations were not Excluded
Swap Obligations. Each Transaction Party acknowledges and consents to the foregoing.


 


SECTION 8.           ADMINISTRATIVE
AGENT


 


8.1           Appointment
of Administrative Agent. CoBank is hereby appointed Administrative Agent hereunder and under the other Credit Documents and
the Lenders hereby authorizes CoBank, in such capacity, to act as its agent in accordance with the terms hereof and the other Credit
Documents. The Administrative Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents,
as applicable. The provisions of this Section 8 are solely for the benefit of the Administrative Agent and the Lenders
and the Borrower shall not have any rights as a beneficiary of any of the provisions thereof. In performing its functions and duties
hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to
have assumed any obligation towards or relationship of agency or trust with or for the Borrower.


 


8.2           Powers
and Duties. The Lenders irrevocably authorize the Administrative Agent to take such action on the Lender’s behalf and
to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted
to the Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental
thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified herein and in
the other Credit Documents. The Administrative Agent may exercise such powers, rights and remedies and perform such duties by or
through its agents or employees. The Administrative Agent shall not have, by reason hereof or in any of the other Credit Documents,
a fiduciary relationship in respect of the Lender; and nothing herein or any of the other Credit Documents, expressed or implied,
is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect hereof or any of
the other Credit Documents except as expressly set forth herein or therein.


 






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8.3           Collateral
Documents. The Lenders hereby further authorizes the Administrative Agent, on behalf of and for the benefit of the Lenders,
to be the agent for and representative of the Lenders with respect to the Collateral and the Collateral Documents. Subject to Section 9.4,
the Administrative Agent may, without further written consent or authorization from any Lender, execute any documents or instruments
necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted
hereby or to which the Lenders or the Administrative Agent has otherwise consented.


 


8.4           Actions
Taken By Lenders. The Lenders shall obtain the prior approval and consent of the Administrative Agent before taking any action
or providing any approval hereunder or under any other Credit Document.


 


8.5           No
Other Duties, Etc. Notwithstanding anything herein to the contrary, none of the Lead Arranger or the Sole Bookrunner shall
have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except in its capacity,
as applicable, as the Administrative Agent or a Lender hereunder.


 


SECTION 9.          MISCELLANEOUS


 


9.1           Notices;
Effectiveness; Electronic Communication.


 


(a)           Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in clause (b) below), all notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile (i) if
to a Lender, at its address (or facsimile number) set forth in its Administrative Questionnaire or (ii) if to any other Person,
to it at its address (or facsimile number) set forth on Appendix B. Notices sent by hand or overnight courier service, or mailed
by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to
have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been
given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications,
to the extent provided in clause (b) below, shall be effective as provided in said clause (b).


 


(b)           Electronic
Communications. Notices and other communications to the Lenders 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 pursuant to Article II if such Lender has notified the
Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative
Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications.


 






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Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described
in the foregoing clause (i), of notification that such notice or communication is available and identifying the website
address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other
communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have
been sent at the opening of business on the next Business Day for the recipient.


 


(c)           Change
of Address, etc. Any party hereto may change its address, facsimile number or e-mail address, if applicable, for notices
and other communications hereunder by notice to the other parties hereto.


 


(d)           Platform.


 


(i)            Each
Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below)
available to the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic
transmission system (the “Platform”).


 


(ii)            The
Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the
adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind,
express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection
with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively,
the “Agent Parties”) have any liability to the Borrower or the other Transaction Parties, any Lender or any
other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential
damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Transaction Party’s or the Administrative
Agent’s transmission of communications through the Platform. “Communications” means, collectively, any
notice, demand, communication, information, document or other material provided by or on behalf of any Transaction Party pursuant
to any Credit Document or the transactions contemplated therein which is distributed to the Administrative Agent or any Lender
by means of electronic communications pursuant to this Section, including through the Platform.


 






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9.2           Expenses;
Indemnity; Damage Waiver.


 


(a)            Costs
and Expenses. The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and
its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection
with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit 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), and (ii) all out of pocket expenses incurred by the Administrative Agent or any Lender (including
the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), in connection with the enforcement
or protection of its rights (A) in connection with this Agreement and the other Credit Documents, including its rights under
this Section, or (B) in connection with the Loans issued hereunder, including all such out of pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans.


 


(b)           Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including
the Borrower or any other Transaction Party and the expense of investigation) other than such Indemnitee and its Related Parties
arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit 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 the use or
proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from
any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to
the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the
Borrower or any other Transaction Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses
(x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Transaction
Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit
Document, if the Borrower or such Transaction Party has obtained a final and nonappealable judgment in its favor on such claim
as determined by a court of competent jurisdiction. This Section 9.2(b) shall not apply with respect to Taxes
other than any Taxes that represent losses, claims, damages and other similar amounts arising from any non-Tax claim.


 


(c)            Reimbursement
by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under clause (a) or
(b) of this Section 9.2 to be paid by it to the Administrative Agent (or any sub-agent thereof) or any
Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent)
or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought based on each Lender’s pro rata share of the Delayed Draw Commitment at such time)
of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided, 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) in its capacity as such, or against any Related Party of the Administrative
Agent acting for the Administrative Agent (or any such sub-agent) in connection with such capacity.


 






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(d)           Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, none of the Transaction Parties shall assert,
and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other
Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or
the use of the proceeds thereof. No Indemnitee referred to in Section 9.2 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 Credit Documents or the transactions contemplated
hereby or thereby.


 


(e)            Payments.
All amounts due under this Section shall be payable not later than ten (10) days after demand therefor.


 


(f)            Survival.
Each party’s obligations under this Section 9.2 shall survive the resignation of the Administrative Agent or
any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Credit Document.


 


9.3          Set-Off.
In addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default, each Lender and its Affiliates is hereby authorized by the Borrower at any time or from time
to time subject to the consent of the Administrative Agent, without notice to the Borrower or to any other Person (other than the
Administrative Agent) except to the extent required by applicable Law, any such notice being hereby expressly waived to the maximum
extent under applicable Law, and subject to any requirements or limitations imposed by applicable Law, to set off and to appropriate
and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured
or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by
such Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations
and liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any
nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such
Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder
shall have become due and payable and although such obligations and liabilities, or any of them, may be contingent or unmatured
or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding
such deposit or obligation or such Indebtedness. The rights of each Lender and their respective Affiliates under this Section are
in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may
have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided
that the failure to give such notice shall not affect the validity of such setoff and application.


 






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9.4           Amendments
and Waivers; Administrative Agent Consents.


 


(a)           Amendments
and Waivers.


 


(i)            Subject
to Sections 9.4(a)(ii), 9.4(a)(iii) and 9.4(b), no amendment, modification, termination or waiver of
any provision of the Credit Documents, or consent to any departure by any Transaction Party therefrom, shall in any event be effective
without the written concurrence of each Transaction Party that is party thereto and the Administrative Agent.


 


(ii)            Lender
Consent. Without the written consent of each Lender to the extent affected thereby, no amendment, modification, termination,
or consent shall be effective if the effect thereof would:


 


(1)            extend
the scheduled final maturity of any Loan or Note;


 


(2)            waive,
reduce or postpone any scheduled repayment;


 


(3)            reduce
the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to
Section 2.5) or any fee payable hereunder;


 


(4)            extend
the time for payment of any such interest or fees;


 


(5)            reduce
the principal amount of any Loan;


 


(6)            (A) amend
the definition of “Available Amount,” or “Maximum Committed Amount” in a manner that increases the Commitment
Availability to the Borrower or (B) amend, modify, terminate or waive any provision of Sections 9.4(a) or 9.4(b);


 


(7)            release
all or substantially all of the Collateral, except as expressly provided in the Credit Documents;


 


(8)            consent
to the assignment or transfer by any Transaction Party of any of its rights and obligations under any Credit Document;


 


(9)            increase
the Delayed Draw Commitment of any Lender; or


 






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(10)          amend,
modify, terminate or waive any provision of Section 3.2(a) with regard to any Credit Extension or Section 3.3(a) with
regard to any Annual Distribution (for the avoidance of doubt, the consent of each Lender shall be required in connection with
such action);


 


(iii)           Other
Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure
by any Transaction Party therefrom, shall:


 


(1)            amend,
modify, terminate or waive any provision of Section 8 as the same applies to the Administrative Agent, or any other provision
hereof as the same applies to the rights or obligations of the Administrative Agent, in each case without the consent of the Administrative
Agent; or


 


(2)            adversely
affect the Collection Account Bank without the consent of such affected party.


 


(b)           Execution
of Amendments, etc. The Administrative Agent may, but shall have no obligation to, with the concurrence of the Lenders,
execute amendments, modifications, waivers or consents on behalf of the Lenders. Any waiver or consent shall be effective only
in the specific instance and for the specific purpose for which it was given. No notice to or demand on a Transaction Party in
any case shall entitle such Transaction Party to any other or further notice or demand in similar or other circumstances. Any amendment,
modification, termination, waiver or consent effected in accordance with this Section 9.4 shall be binding upon the
Lenders at the time outstanding, each future Lender and, if signed by a Transaction Party, upon such Transaction Party. Notwithstanding
anything to the contrary contained in this Section 9.4, if the Administrative Agent and the Transaction Parties shall
have jointly identified an obvious error or any error or omission of a technical nature, in each case that is immaterial (as determined
by the Administrative Agent in its sole discretion), in any provision of the Credit Documents, then the Administrative Agent (in
its capacity thereunder as Administrative Agent) and the Transaction Parties shall be permitted to amend such provision and such
amendment shall become effective without any further action or consent by any Lender if the same is not objected to in writing
by any Lender within five (5) Business Days following receipt of notice thereof.


 


9.5           Successors
and Assigns.


 


(a)            Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Transaction Party
may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to
an assignee in accordance with the provisions of this Section, (ii) by way of participation in accordance with the provisions
of this Section 9.5, or (iii) by way of pledge or assignment of a security interest subject to the restrictions
of this Section 9.5 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in this Section 9.5 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.


 






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(b)            Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Delayed Draw Commitment and the Loans at the time owing to it); provided
that (in each case and with respect to any Facility) any such assignment shall be subject to the following conditions:


 


(i)             Minimum
Amounts.


 


(A)          in
the case of an assignment of the entire remaining amount of the assigning Lender’s Delayed Draw Commitment and/or the Loans
at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (B) below
in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need
be assigned; and


 


(B)           in
any case not described in clause (i)(A) of this clause (b), the aggregate amount of the Delayed Draw Commitment
(which for this purpose includes Loans outstanding thereunder) or, if the applicable Delayed Draw 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 Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date”
is specified in the Assignment Agreement, as of the Trade Date) shall not be less than $2,500,000, unless each of the Administrative
Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not
to be unreasonably withheld or delayed).


 


(ii)            Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loan or the Delayed Draw Commitment assigned.


 


(iii)           Required
Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of
this Section 9.5 and in addition:


 


(A)          the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of
Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate
of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received
notice thereof and provided, further, that the Borrower’s consent shall not be required during the primary syndication
of the Facility; and


 






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(B)           the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments
in respect of any unfunded Delayed Draw Commitments or Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved
Fund.


 


(iv)           Assignment
Agreement. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement, together
with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive
such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.


 


(v)           No
Assignment to Certain Persons. No such assignment shall be made to the Borrower or its Affiliates or Subsidiaries.


 


(vi)          No
Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle
or trust for, or owned or operated for the primary benefit of, a natural Person).


 


Subject to acceptance
and recording thereof by the Administrative Agent pursuant to this Section, from and after the effective date specified in each
Assignment Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by
such Assignment Agreement, 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 Agreement, be released from its obligations under this Agreement
(and, in the case of an Assignment Agreement 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 2.14, 2.15,
2.16, and 9.2(b) with respect to facts and circumstances occurring prior to the effective date of such assignment.
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with Section 9.5(d) below.


 


(c)            Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Greenwood
Village, Colorado a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Delayed Draw Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive
absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 






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(d)            Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural Person or a holding company, investment vehicle or trust for, or owned or operated for the
primary benefit of, a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Delayed
Draw Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent, and the Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt,
each Lender shall be responsible for the indemnity under Section 9.2(c) with respect to any payments made by such
Lender to its Participant(s).


 


Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in Sections 9.4(a)(ii)(1) through (10) that affects such
Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 (subject
to the requirements and limitations therein, including the requirements under Section 2.16 (it being understood
that the documentation required under Section 2.16 shall be delivered to the participating Lender)), 2.14 and 9.2
to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of
this Section 9.5; provided that such Participant (A) agrees to be subject to the provisions of Section 2.17
as if it were an assignee under clause (b)  of this Section 9.5; and (B) shall not be entitled
to receive any greater payment under Section 2.15 or 2.16, 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 2.17 with respect to any Participant. To the extent permitted by Law,
each Participant also shall be entitled to the benefits of Section 9.2(c) as though it were a Lender; provided that
such Participant agrees to be subject to Section 2.11(d) as though it were a Lender. Each Lender that sells
a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which
it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Loans or other obligations under the Credit 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 Delayed Draw Commitments, Loans, or its other obligations under any Credit Document) to any Person except to the
extent that such disclosure is necessary to establish that such Delayed Draw Commitment, Loan, or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the
Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the
contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no
responsibility for maintaining a Participant Register. CoBank reserves the right to assign or sell participations in all or
part of its Delayed Draw Commitments or outstanding Loans hereunder on a non-patronage basis.


 






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(e)           Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 


9.6           Independence
of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations
of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.


 


9.7           Survival
of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the
execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by Law to the
contrary, the covenants and agreements of the Borrower contained herein relating to the payment of principal, interest, premiums,
additional compensation or expenses and indemnification, including those set forth in Sections 2.7, 2.8, 2.11,
2.14, 2.15, 2.16, 2.17, 9.2, 9.4, and 9.09 or any other provisions of any Credit
Document, the agreement of the Lenders set forth in Section 9.2(c), and the agreements of the Transaction Parties set
forth in Sections 9.12, 9.13, and 9.14 shall survive the payment of the Loans and the termination hereof.


 


9.8           No
Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative Agent or Lenders in the exercise of any
power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed
to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to
the Administrative Agent and the Lenders hereby are cumulative and shall be in addition to and independent of all rights, powers
and remedies existing by virtue of any statute or rule of Law or in any of the other Credit Documents. Any forbearance or
failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or
remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. Notwithstanding
anything to the contrary contained herein or in any other Credit Document, the authority to enforce rights and remedies hereunder
and under the other Credit Documents against the Transaction Parties or any of them shall be vested exclusively in, and all actions
and proceedings at Law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative
Agent for the benefit of the Secured Parties; provided, however, that the foregoing shall not prohibit (a) the
Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity
as the Administrative Agent) hereunder and under the other Credit Documents, (b) any Lender from exercising setoff rights
in accordance with Section 9.3 (subject to the terms of Section 2.11(d)) or (c) any Lender from filing
proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Transaction
Party in any Insolvency Proceedings.


 






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9.9           Marshalling;
Payments Set Aside. Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in
favor of the Borrower or any other Person or against or in payment of any or all of the Secured Obligations. To the extent that
any Transaction Party makes a payment or payments to the Administrative Agent or any Lender (or to the Administrative Agent, on
behalf of the Lenders), or the Administrative Agent or any Lender enforce any security interests or exercise their rights of setoff,
and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy
Law, any other state or federal Law, common Law or any equitable cause, then, to the extent of such recovery, the obligation or
part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived
and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.


 


9.10         Severability.
In case any provision or obligation hereunder or any Note or other Credit Document shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or
obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.


 


9.11         Headings.
Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any
other purpose or be given any substantive effect.


 


9.12         APPLICABLE
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) THEREOF.


 


9.13         CONSENT
TO JURISDICTION.


 


(a)           ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST THE BORROWER OR COMMNET WIRELESS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE
STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH OF THE BORROWER AND COMMNET WIRELESS, FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (i) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
JURISDICTION AND VENUE OF SUCH COURTS, (ii) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, (iii) AGREES THAT SERVICE OF
ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MADE IN ACCORDANCE WITH SUBPARAGRAPH (b) BELOW IS SUFFICIENT TO CONFER
PERSONAL JURISDICTION OVER THE BORROWER OR COMMNET WIRELESS, AS APPLICABLE, IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT, AND (iv) AGREES THAT the
Administrative Agent AND THE LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING
PROCEEDINGS AGAINST THE BORROWER OR COMMNET WIRELESS, AS APPLICABLE, IN THE COURTS OF ANY OTHER JURISDICTION.


 






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(b)            EACH
PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.1. NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


9.14            WAIVER
OF JURY TRIAL. EACH OF THE BORROWER, COMMNET WIRELESS, the Administrative Agent
AND EACH LENDER HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN IT RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION
OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY
AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF THE BORROWER, COMMNET
WIRELESS, the Administrative Agent AND EACH LENDER ACKNOWLEDGES THAT THIS WAIVER
IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT IT HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
AGREEMENT, AND THAT IT WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH OF THE BORROWER, COMMNET WIRELESS,
the Administrative Agent AND EACH LENDER FURTHER WARRANTS AND REPRESENTS THAT IT
HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN
BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 9.14 AND EXECUTED BY EACH OF THE PARTIES HERETO),
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT
DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 






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9.15         Usury
Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged or agreed to be paid with respect
to any of the Secured Obligations, including all charges or fees in connection therewith deemed in the nature of interest under
applicable Law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence)
under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear
interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would
have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition,
if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided
for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth
in this Agreement had at all times been in effect, then to the extent permitted by Law, the Borrower shall pay to the Administrative
Agent an amount equal to the difference between the amount of interest paid and the lesser of (a) the amount of interest which
would have been paid if the stated rates of interest set forth in this Agreement had at all times been in effect and (b) the
amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing,
it is the intention of the Lenders and the Borrower to conform strictly to any applicable usury Laws. Accordingly, if any Lender
contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any
such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding
amount of the Loans made hereunder or be refunded to the Borrower. In determining whether the interest contracted for, charged,
or received by the Administrative Agent or a Lender exceeds the Highest Lawful Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest, throughout the contemplated term of the Secured Obligations hereunder.


 


9.16         Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original,
but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed signature page to
this Agreement by facsimile transmission or other electronic image scan transmission (e.g., “PDF” or “tif”
via email) shall be as effective as delivery of a manually signed counterpart of this Agreement.


 


9.17         Effectiveness.
Except as provided in Section 3.1, this Agreement shall become effective upon the execution and delivery of a counterpart
hereof by each of the parties hereto.


 


9.18         Patriot
Act. Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Transaction Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify
and record information that identifies the Transaction Parties, which information includes the name and address of Transaction
Parties and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Transaction Parties
in accordance with the Patriot Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender,
provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its
ongoing obligations under applicable Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions,
including the Patriot Act.


 






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9.19         Prior
Agreements. This Agreement and the other Credit Documents contain the entire agreement of the parties hereto and thereto in
respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral
or written, are superseded by the terms of this Agreement and the other Credit Documents and unless specifically set forth in a
writing contemporaneous herewith the terms, conditions and provisions of any and all such prior agreements do not survive execution
of this Agreement.


 


9.20         Confidentiality.
The Administrative Agent and the Lenders agree to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such
Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners);
(c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any
other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any
action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder;
(f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement,
or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which
payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder; (g) on a confidential
basis to (i)  any rating agency in connection with rating the Borrower or its Subsidiaries or the Facility or (ii) the
CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the
Facility; (h) with the consent of the Borrower; or (i) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section, or (y) becomes available to the Administrative Agent, any Lender, or any
of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.


 


For purposes of this
Section, “Information” means all information received from the Borrower or any of its Subsidiaries relating to the
Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to
the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries;
provided that, in the case of information received from the Borrower or any of its Subsidiaries after the date hereof, such information
is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised
the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information.


 


9.21         No
Consolidation. Each Lender hereby covenants and agrees that, to the extent that any Insolvency Proceeding is instituted or
commenced against any Transaction Party (other than the Borrower) as debtor (the “Debtor”), if such Lender is
a creditor of the Debtor, such Lender shall not seek or consent to the consolidation of the Borrower with the Debtor with respect
to such Insolvency Proceeding.


 






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9.22         Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support to each other Transaction Party as may be needed by such Transaction Party from time to time to honor all
of its obligations under this Agreement and the other Credit Documents to which it is a party with respect to Swap Obligations
permitted under this Agreement that would, in the absence of the agreement in this Section 9.22, otherwise constitute
Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without
rendering such Qualified ECP Guarantors’ obligations and undertakings under this Section voidable under applicable Law
relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, undertakings and guaranty
of the Qualified ECP Guarantors under this Section 9.22 shall remain in full force and effect until payment in full
of the Secured Obligations and termination of the Delayed Draw Commitment. The Borrower and the Qualified ECP Guarantors intend
this Section 9.22 to constitute, and this Section 9.22 shall be deemed to constitute, a guarantee of the
obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Transaction Party for all purposes
of the Commodity Exchange Act.


 


[Remainder of Page Intentionally Left
Blank]


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.


 


	 	COMMNET FINANCE,
LLC

 as Borrower 
	 	 
	 	By:	/s/ Justin D. Benincasa
	 	 Name: Justin D. Benincasa 
	 	Title: Treasurer
	 	 
	 	COMMNET WIRELESS, llc


in its individual capacity, as Originator and Servicer
	 	 
	 	By:	/s/ Justin D. Benincasa
	 	Name: Justin D. Benincasa 
	 	Title: Treasurer
	 	 
	 	ATN INTERNATIONAL, INC.


as Limited Guarantor 
	 	 
	 	By:	/s/ Justin D. Benincasa
	 	Name: Justin D. Benincasa 
	 	Title: Chief Financial Officer
	 	 
	 	COBANK,
ACB, 

as Administrative Agent and a Lender  
	 	 
	 	By: :	/s/ Gary Franke
	 	Gary
Franke
	 	Managing Director




 


[Signature Page to Credit Agreement]


 






    


     


    

 






APPENDIX A


TO CREDIT AGREEMENT


 


Delayed
Draw Commitments


 


	Lender	Maximum Committed Amount
	COBANK, ACB	$75,000,000
	Total	$75,000,000



 






    Appendix A-1


     


    

 


APPENDIX B


TO CREDIT AGREEMENT


 


Notice
Addresses


 


	If to Commnet Finance, LLC, Commnet Wireless, LLC,
    or ATN International, Inc.:	 
	 	 
	c/o ATN International, Inc.	 
	500 Cummings Center, Suite 2450	 
	Beverly, MA 01915	 
	Attention Michele Satrowsky	 
	Phone: 978-867-2189	 
	Fax: 978-922-0079	 
	Email: msatrowsky@atni.com	 
	 	 
	 	 
	If to CoBank, ACB:	 
	 	 
	CoBank, ACB	 
	6340 S. Fiddlers Green Circle	 
	Greenwood Village, Colorado 80111	 
	Attention: Loan Administration	 
	Fax: 303-740-4021	 
	Email: loanadmin@cobank.com	 
	 	 
	with a copy to:	 
	 	 
	CoBank, ACB	 
	2300 Windy Ridge Parkway, Suite 370S Atlanta, Georgia 30339	 
	Attention: Communications Banking Group	 
	Fax: 770-618-3202	 
	Telephone No.: 770-618-3200	 
	E-mail: gfranke@cobank.com; cobankloanaccounting@cobank.com	 




 






    Appendix B-1


     


    

 


APPENDIX C


TO CREDIT AGREEMENT


 


ELIGIBILITY
CRITERIA


 


		1.	Such Receivable represents a legal, valid binding obligation of AT&T.



 


		2.	Such Receivable is denominated in U.S. Dollars.



 


		3.	Such Receivable exists under the fully executed Contract and the related Receivable Invoice, in
each case, a copy of which has been provided to the Administrative Agent, together with all other required documentation. The terms,
conditions and provisions of such Receivable have not been amended, modified, restructured or waived.



 


		4.	Such Receivable has been serviced by the Servicer in accordance with the Servicing Agreement.



 


		5.	Such Receivable is a Receivable in which the Administrative Agent has a perfected, first-priority
security interest.



 


		6.	Such Receivable is fully amortizing over its term, and payable in equal scheduled installments
without a bullet payment at its maturity.



 


		7.	The original term to maturity of such Receivable is not greater than ninety six (96) months.



 


		8.	AT&T has deposited when due all Scheduled Receivable Payments and other Collections with respect
to such Receivable into the Collection Account.



 


		9.	More than sixty (60) days has past since the initial Receivable Invoice with respect to the Receivable,
and AT&T has not disputed any amounts set forth in such Receivable Invoice.



 


		10.	AT&T is not the subject of an Insolvency Event (as defined in the Purchase Agreement).



 


		11.	Such Receivable is owned by the Borrower free and clear of any Liens other than Permitted Liens.



 


		12.	Each document required to be delivered to the Servicer, as custodian, pursuant to the Servicing
Agreement has been delivered to the Servicer and all other steps necessary to maintain the Administrative Agent’s first priority
perfected security interest in such Receivable have been taken.



 


		13.	Such Receivable is non-cancelable and unconditional, and is not subject to, nor has there been
asserted, any litigation or any right of rescission, set-off, counterclaim, recoupment, or other defense of AT&T.



 


		14.	Such Receivable is not evidenced by a judgment and has not been reduced to judgment.



 


		15.	Such Receivable (a) was created, solicited, entered into and serviced in compliance with all
applicable requirements of Law and (b) exists in compliance with all applicable requirements of Law and pursuant to the Contract
and the related Receivable Invoice, which Contract and Receivable Invoice comply with all applicable requirements of Law, excluding
any non-compliance that would not reasonably affect the validity, enforceability or collectability of such Receivable.



 






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		16.	None of the Contract, the related Receivable Invoice, or any other documents related to such Receivable
prohibit the sale, transfer or assignment of such Receivable.



 


		17.	The UPB of such Receivable is due and owing and has not been repaid in full or otherwise discharged
in whole or in part.



 


		18.	Such Receivable constitutes an “account” (as defined in the UCC).



 


		19.	None of the copies of the Contract or the related Receivable Invoice, nor the authoritative copy
of the Contract or the Receivable Invoice, if any, have any marks or notations indicating that it has been pledged, assigned or
otherwise conveyed to any Person other than the Administrative Agent or the Borrower.



 


		20.	There are no proceedings or investigations pending or, to the knowledge of the Transaction Parties,
threatened in writing before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality
having jurisdiction over AT&T or its properties: (a) asserting the invalidity of the related Receivable, or (b) seeking
any determination or ruling that, if determined adversely to AT&T, could materially and adversely affect the validity or enforceability
of the related Receivable.



 






    G-2


     


    

 


APPENDIX D


TO CREDIT AGREEMENT


 


WEIGHTED
AVERAGE MATURITY ILLUSTRATION


 


Assuming that (1) AT&T
accepted 7 sites on 10/31/19, 10 sites on 11/30/19, and 8 sites on 12/31/19, (2) AT&T was directed to make its first
monthly payments on the Receivables in respect of the foregoing sites on 1/1/20, 2/1/20, and 3/1/20 respectively, and (3) the
Credit Date on which CoBank advanced funds financing the Borrower’s purchase of such Receivables was 3/20/20, then the Weighted
Average Maturity of such advance would be equal to 1/20/28, or 94 months after 3/20/20 [94 being the result of ((7*93)+(10*94)+(8*95))/25,
rounded up or down to the nearest whole number].


 






    G-1