Exhibit 10.1


 


 


CREDIT AGREEMENT


 


by and
among


 


ELEPHANT TALK EUROPE HOLDING B.V.,


as the
Borrower,


 


ELEPHANT TALK COMMUNICATIONS CORP.,


as the
Parent and a Guarantor,


 


the other
Subsidiaries of the Parent,


from time
to time party hereto as Guarantors,


 


the Lenders


from time
to time party hereto


 


and


 


ATALAYA ADMINISTRATIVE LLC,


as Administrative
Agent and Collateral Agent


 


Dated
as of November 17, 2014


 


 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I       Definitions	1
	 	 	 
	SECTION 1.01	Defined Terms	1
	 	 	 
	SECTION 1.02	Other Interpretive Provisions	31
	 	 	 
	SECTION 1.03	Accounting Terms and Principles	32
	 	 	 
	SECTION 1.04	Rounding	32
	 	 	 
	SECTION 1.05	References to Agreements, Laws, etc	32
	 	 	 
	SECTION 1.06	Times of Day	33
	 	 	 
	SECTION 1.07	Timing of Payment of Performance	33
	 	 	 
	SECTION 1.08	Corporate Terminology	33
	 	 	 
	SECTION 1.09	Currency Matters	33
	 	 	 
	ARTICLE II       Amount and Terms of Term Loans	33
	 	 	 
	SECTION 2.01	Loans	33
	 	 	 
	SECTION 2.02	Change of Lending Office	33
	 	 	 
	SECTION 2.03	Lender Branches	34
	 	 	 
	SECTION 2.04	Non-Public Lender	34
	 	 	 
	SECTION 2.05	Disbursement of Funds	34
	 	 	 
	SECTION 2.06	Payment of Loans; Evidence of Debt	35
	 	 	 
	SECTION 2.07	[Reserved]	36
	 	 	 
	SECTION 2.08	[Reserved]	36
	 	 	 
	SECTION 2.09	Interest	36
	 	 	 
	SECTION 2.10	Increased Costs, Illegality, etc	37
	 	 	 
	SECTION 2.11	Compensation	40
	 	 	 
	ARTICLE III       Fees and Commitment Terminations	40
	 	 	 
	SECTION 3.01	Fees	40
	 	 	 
	SECTION 3.02	Mandatory Termination of Commitments	40
	 	 	 
	ARTICLE IV       Payments	40
	 	 	 
	SECTION 4.01	Voluntary Prepayments	40
	 	 	 
	SECTION 4.02	Mandatory Prepayments	41
	 	 	 
	SECTION 4.03	Payment of Obligations; Method and Place of Payment	43
	 	 	 
	SECTION 4.04	Taxes	44


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 4.05	Computations of Interest and Fees	47
	 	 	 
	SECTION 4.06	Vodafone Collection Accounts	47
	 	 	 
	ARTICLE V        Conditions Precedent to Term Loans on the Closing Date	48
	 	 	 
	SECTION 5.01	Credit Documents	49
	 	 	 
	SECTION 5.02	Collateral	49
	 	 	 
	SECTION 5.03	Legal Opinions	50
	 	 	 
	SECTION 5.04	Secretary’s Certificates	50
	 	 	 
	SECTION 5.05	Other Documents and Certificates	50
	 	 	 
	SECTION 5.06	Solvency	51
	 	 	 
	SECTION 5.07	Financial Information	51
	 	 	 
	SECTION 5.08	Insurance	52
	 	 	 
	SECTION 5.09	Payment of Outstanding Indebtedness	52
	 	 	 
	SECTION 5.10	Material Adverse Effect	52
	 	 	 
	SECTION 5.11	Fees and Expenses	52
	 	 	 
	SECTION 5.12	Patriot Act Compliance and Reference Checks	52
	 	 	 
	SECTION 5.13	Due Diligence	52
	 	 	 
	SECTION 5.14	Material Contracts	53
	 	 	 
	SECTION 5.15	Convertible Note	53
	 	 	 
	SECTION 5.16	No Default, Representations and Warranties and No Injunctions	53
	 	 	 
	SECTION 5.17	No Adverse Actions	53
	 	 	 
	ARTICLE VI       Guarantee	54
	 	 	 
	SECTION 6.01	Guarantee	54
	 	 	 
	SECTION 6.02	Right of Contribution	55
	 	 	 
	SECTION 6.03	No Subrogation	55
	 	 	 
	SECTION 6.04	Modification of the Guarantor Obligations	55
	 	 	 
	SECTION 6.05	Guarantee Absolute and Unconditional	56
	 	 	 
	SECTION 6.06	Reinstatement	56
	 	 	 
	SECTION 6.07	Payments	57
	 	 	 
	SECTION 6.08	Taxes	57


 




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Table
of Contents


(continued)


 


	 	Page
	 	 
	ARTICLE VII        Representations, Warranties and Agreements	57
	 	 	 
	SECTION 7.01	Status	57
	 	 	 
	SECTION 7.02	Power and Authority	57
	 	 	 
	SECTION 7.03	No Violation	57
	 	 	 
	SECTION 7.04	Litigation, Labor Controversies, etc	58
	 	 	 
	SECTION 7.05	Use of Proceeds; Regulations U and X	58
	 	 	 
	SECTION 7.06	Approvals, Consents, etc	58
	 	 	 
	SECTION 7.07	Investment Company Act	58
	 	 	 
	SECTION 7.08	Accuracy of Information	59
	 	 	 
	SECTION 7.09	Financial Condition; Financial Statements	59
	 	 	 
	SECTION 7.10	Tax Returns and Payments	59
	 	 	 
	SECTION 7.11	Compliance with ERISA	60
	 	 	 
	SECTION 7.12	Subsidiaries	61
	 	 	 
	SECTION 7.13	Intellectual Property; Licenses, etc	61
	 	 	 
	SECTION 7.14	Environmental Warranties	62
	 	 	 
	SECTION 7.15	Ownership of Properties	63
	 	 	 
	SECTION 7.16	No Default	63
	 	 	 
	SECTION 7.17	Solvency	63
	 	 	 
	SECTION 7.18	Locations of Offices, Records and Collateral	64
	 	 	 
	SECTION 7.19	Compliance with Laws and Permits; Authorizations	64
	 	 	 
	SECTION 7.20	No Material Adverse Effect	64
	 	 	 
	SECTION 7.21	Contractual or Other Restrictions	64
	 	 	 
	SECTION 7.22	Collective Bargaining Agreements	65
	 	 	 
	SECTION 7.23	Insurance	65
	 	 	 
	SECTION 7.24	Evidence of Other Indebtedness	65
	 	 	 
	SECTION 7.25	Deposit Accounts and Securities Accounts	65
	 	 	 
	SECTION 7.26	Absence of any Undisclosed Liabilities	65
	 	 	 
	SECTION 7.27	Material Customers	66
	 	 	 
	ARTICLE VIII       Affirmative Covenants	66
	 	 	 
	SECTION 8.01	Financial Information, Reports, Notices and Information	66


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 8.02	Books, Records and Inspections	70
	 	 	 
	SECTION 8.03	Maintenance of Insurance	70
	 	 	 
	SECTION 8.04	Payment of Taxes	71
	 	 	 
	SECTION 8.05	Maintenance of Existence; Compliance with Laws, etc	71
	 	 	 
	SECTION 8.06	Environmental Compliance	71
	 	 	 
	SECTION 8.07	ERISA	73
	 	 	 
	SECTION 8.08	Maintenance of Properties	74
	 	 	 
	SECTION 8.09	End of Fiscal Years; Fiscal Quarters	74
	 	 	 
	SECTION 8.10	Additional Guarantors and Grantors	74
	 	 	 
	SECTION 8.11	Pledges of Additional Stock	75
	 	 	 
	SECTION 8.12	Use of Proceeds	75
	 	 	 
	SECTION 8.13	Further Assurances	75
	 	 	 
	SECTION 8.14	[Reserved]	76
	 	 	 
	SECTION 8.15	Bank Accounts	76
	 	 	 
	SECTION 8.16	Annual Lender Meeting	77
	 	 	 
	SECTION 8.17	Post-Closing Covenants	77
	 	 	 
	SECTION 8.18	Centre of Main Interest	78
	 	 	 
	SECTION 8.19	Parallel Debt	78
	 	 	 
	ARTICLE IX       Negative Covenants	79
	 	 	 
	SECTION 9.01	Limitation on Indebtedness	79
	 	 	 
	SECTION 9.02	Limitation on Liens	81
	 	 	 
	SECTION 9.03	Consolidation, Merger, etc	83
	 	 	 
	SECTION 9.04	Permitted Dispositions	83
	 	 	 
	SECTION 9.05	Investments	85
	 	 	 
	SECTION 9.06	Restricted Payments	86
	 	 	 
	SECTION 9.07	Prepayments and Modification of Certain Agreements	86
	 	 	 
	SECTION 9.08	Sale and Leaseback	87
	 	 	 
	SECTION 9.09	Transactions with Affiliates	87
	 	 	 
	SECTION 9.10	Restrictive Agreements, etc	87
	 	 	 
	SECTION 9.11	Hedging Agreements	88


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 9.12	Changes in Business and Fiscal Year	88
	 	 	 
	SECTION 9.13	Financial Covenants	88
	 	 	 
	ARTICLE X        Events of Default	90
	 	 	 
	SECTION 10.01	Listing of Events of Default	90
	 	 	 
	SECTION 10.02	Remedies Upon Event of Default	93
	 	 	 
	ARTICLE XI        The Agents	94
	 	 	 
	SECTION 11.01	Appointment	94
	 	 	 
	SECTION 11.02	Delegation of Duties	94
	 	 	 
	SECTION 11.03	Exculpatory Provisions	94
	 	 	 
	SECTION 11.04	Reliance by Agents	95
	 	 	 
	SECTION 11.05	Notice of Default	95
	 	 	 
	SECTION 11.06	Non Reliance on Agents and Other Lenders	96
	 	 	 
	SECTION 11.07	Indemnification	96
	 	 	 
	SECTION 11.08	Agent in Its Individual Capacity	96
	 	 	 
	SECTION 11.09	Successor Agents	97
	 	 	 
	SECTION 11.10	Agents Generally	97
	 	 	 
	SECTION 11.11	Restrictions on Actions by Secured Parties; Sharing of Payments; Specified Hedging Agreement	97
	 	 	 
	SECTION 11.12	Agency for Perfection	98
	 	 	 
	ARTICLE XII       Miscellaneous	99
	 	 	 
	SECTION 12.01	Amendments and Waivers	99
	 	 	 
	SECTION 12.02	Notices and Other Communications; Facsimile Copies	100
	 	 	 
	SECTION 12.03	No Waiver; Cumulative Remedies	101
	 	 	 
	SECTION 12.04	Survival of Representations and Warranties	101
	 	 	 
	SECTION 12.05	Payment of Expenses and Taxes; Indemnification	101
	 	 	 
	SECTION 12.06	Successors and Assigns; Participations and Assignments; Replacement of Lender	102
	 	 	 
	SECTION 12.07	Pledge of Loans	106
	 	 	 
	SECTION 12.08	Adjustments; Set-off	106
	 	 	 
	SECTION 12.09	Counterparts	106
	 	 	 
	SECTION 12.10	Severability	107


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 12.11	Integration	107
	 	 	 
	SECTION 12.12	Representation Netherlands Subsidiary	107
	 	 	 
	SECTION 12.13	GOVERNING LAW	107
	 	 	 
	SECTION 12.14	Submission to Jurisdiction; Waivers	107
	 	 	 
	SECTION 12.15	Acknowledgments	108
	 	 	 
	SECTION 12.16	WAIVERS OF JURY TRIAL	108
	 	 	 
	SECTION 12.17	Confidentiality	109
	 	 	 
	SECTION 12.18	Press Releases, etc	111
	 	 	 
	SECTION 12.19	Releases of Guarantees and Liens	111
	 	 	 
	SECTION 12.20	USA Patriot Act	111
	 	 	 
	SECTION 12.21	No Fiduciary Duty	112
	 	 	 
	SECTION 12.22	Authorized Officers	112
	 	 	 
	SECTION 12.23	Judgment Currency	112
	 	 	 
	SECTION 12.24	Subordination of Intercompany Indebtedness	113
	 	 	 
	SECTION 12.25	Public Lenders	113


 




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SCHEDULES


 


	Schedule 1.01	Commitments
	Schedule 7.04	Litigation
	Schedule 7.10	Tax Liens
	Schedule 7.12	Subsidiaries
	Schedule 7.13	Intellectual Property
	Schedule 7.14	Environmental Matters
	Schedule 7.15	Real Property
	Schedule 7.18	Principal Place of Business/Chief Executive Office
	Schedule 7.21	Contractual or Other Restrictions
	Schedule 7.22	Collective Bargaining Agreements
	Schedule 7.23	Insurance
	Schedule 7.24	Existing Indebtedness
	Schedule 7.25	Deposit Accounts and Securities Accounts
	Schedule 7.27	Material Customers
	Schedule 9.02	Liens
	Schedule 9.05	Investments
	Schedule 9.09	Transactions with Affiliates
	Schedule 9.12	Description of Business
	Schedule 12.02	Addresses for Notices


 


EXHIBITS


 


	Exhibit A-1	Form of Assignment and Acceptance
	Exhibit B-1	Form of Compliance Certificate
	Exhibit C-1	Form of Note
	Exhibit E-1	Form of Perfection Certificate
	Exhibit F-1	Form of U.S. Security Agreement


 




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CREDIT AGREEMENT


 


THIS CREDIT AGREEMENT,
dated as of November 17, 2014, is among ELEPHANT TALK EUROPE HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid
organized under the laws of the Netherlands (the “Borrower”), ELEPHANT TALK COMMUNICATIONS CORP.,
a Delaware corporation (the “Parent”), any Subsidiaries of Parent party hereto that are Guarantors or
become Guarantors hereunder pursuant to Section 8.10 or Section 8.17 below, the lenders from time to time party hereto
(each a “Lender” and, collectively, the “Lenders”), ATALAYA ADMINISTRATIVE
LLC, a New York limited liability company (“Atalaya”), as administrative agent for the Lenders (in
such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”)
and Atalaya, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity,
the “Collateral Agent”, and together with the Administrative Agent, collectively, the “Agents”
and each an “Agent”).


 


RECITALS


 


WHEREAS, the
Borrower has requested that the Lenders extend to the Borrower a Term Loan in the aggregate principal amount of $12,000,000 on
the Closing Date; and


 


WHEREAS, the
proceeds of the Term Loan shall be used (i) to fund future capital expenditures, working capital and other general corporate needs
of the Credit Parties and (ii) to pay the transaction fees, costs and expenses incurred directly in connection with the Transactions.


 


AGREEMENT


 


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


 


ARTICLE
I


 


Definitions


 


SECTION 1.01         Defined
Terms. As used herein, the following terms shall have the meanings specified in this Section 1.01 unless the context
otherwise requires:


 


“Adjusted
EBITDA” shall mean, for a specified period, an amount determined for the Consolidated Companies equal
to:


 


(a)          Consolidated
Net Income, plus


 


(b)          to
the extent reducing Consolidated Net Income (except with respect to (ix) below), the sum of, without duplication, amounts for


 


(i)          Consolidated
Interest Expense,


 




    	 



    	 



    

  


(ii)         provisions
for Tax expense (provided that, if there is a net tax benefit, the amount thereof shall be deducted from Consolidated Net Income
for purposes of calculating Adjusted EBITDA),


 


(iii)        total
depreciation expense,


 


(iv)        total
amortization expense,


 


(v)         fees,
charges and expenses incurred in connection with the consummation of the Transactions on or prior to the Closing Date and fees,
charges and expenses incurred with the consummation of the Transactions incurred (and reasonable written backup documentation provided
to the Administrative Agent) within one year of the Closing Date not to exceed $175,000 in the aggregate,


 


(vi)        fees,
charges and expenses during the specified period which are directly related to (A) any proposed or actual issuance of debt or equity
permitted under this Agreement not to exceed an amount in any fiscal year acceptable to the Administrative Agent in its reasonable
discretion and (B) investments or asset Dispositions, in each case permitted under the Agreement not to exceed $200,000 in any
fiscal year,


 


(vii)       losses
deducted during the specified period, but for which insurance or indemnity recovery is actually received in cash during the specified
period,


 


(viii)      non-cash
deductions or charges attributable to purchase accounting adjustments made in accordance with GAAP, and


 


(ix)         non-cash
deductions or charges attributable to derivative accounting, including warrant liabilities and conversion feature expensing, amortization
of deferred financing cost, impairments, stock-based compensation, changes in deferred revenue and other non-operating income and
expense,


 


minus (c) other non-cash gains increasing
Consolidated Net Income for such period (excluding any such non-cash item to the extent it represents the reversal of an accrual
or reserve for potential cash item in any prior period).


 


“Administrative
Agent” shall have the meaning set forth in the preamble to this Agreement.


 


“Administrative
Questionnaire” shall mean a questionnaire completed by each Lender, in a form approved by the Administrative Agent,
in which such Lender, among other things, (a) designates one or more credit contacts to whom all syndicate-level information
(which may contain material non-public information about the Credit Parties and their Related Parties or their respective securities)
will be made available and who may receive such information in accordance with such Lender’s compliance procedures and Applicable
Laws, including federal and state securities laws and (b) designates an address, facsimile number, electronic mail address and/or
telephone number for notices and communications with such Lender.


 




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


 


“Agents”
shall have the meaning set forth in the preamble to this Agreement.


 


“Agreement”
shall mean this Credit Agreement, as it may be amended, restated, amended and restated, supplemented or otherwise modified from
time to time.


 


“Applicable
Laws” shall mean, as to any Person, any law (including common law), statute, regulation, ordinance, rule, order,
policy, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated
or imposed or entered into or agreed by any Governmental Authority or determination of an arbitrator, in each case applicable to
or binding on such Person or any of its property, products, business, assets or operations or to which such Person or any of its
property, products, business, assets or operations is subject.


 


“Applicable
Margin” shall mean (a) until such time as the Vodafone/Citibank Completion Date shall occur, a percentage per annum
equal to twelve percent (12.00%) and (b) from and after the Vodafone/Citibank Completion Date, a percentage per annum equal to
ten percent (10.00%).


 


“Application
Event” shall have the meaning set forth in Section 4.02(d).


 


“Approved
Fund” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or investing
in commercial loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a)
a Lender, (b) an Affiliate of a Lender, (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender
or (d) Atalaya Capital Management LP.


 


“Assignment
and Acceptance” shall mean an assignment and acceptance substantially in the form of Exhibit A-1.


 


“Atalaya”
shall have the meaning set forth in the preamble to this Agreement.


 


“Attributable
Indebtedness” shall mean, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount
thereof that would appear as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP.


 


“Authorized
Officer” shall mean, with respect to any Credit Party, the chairman of the board of directors, the president, the
chief financial officer, the chief operating officer, the secretary, with respect to the Netherlands Subsidiaries, a managing director
(directeur) the treasurer or any other senior officer of such Credit Party, but, in any event, with respect to financial matters,
the chief financial officer of such Credit Party or such other senior officer of such Credit Party designated as such by the applicable
Credit Party in writing.


 




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“Base Rate”
shall mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day or (b) the Federal Funds
Rate in effect on such day plus 1/2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate
shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively


 


“Benefited
Lender” shall have the meaning set forth in Section 12.08.


 


“Board”
shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).


 


“Board
of Directors” shall have the meaning set forth in Section 8.17, provided that, with respect to each Netherlands
Subsidiary, such term shall mean such Subsidiary’s managing board (directive).


 


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


 


“Budget”
shall have the meaning set forth in Section 8.01(e).


 


“Business
Day” shall mean (a) any day excluding Saturday, Sunday and any day that shall be in the City of New York a legal
holiday or a day on which banking institutions are authorized by law or other governmental actions to close, and (b) any day that
is also a day for trading by and between banks in Dollar deposits in the interbank Eurodollar market.


 


“Capital
Stock” shall mean any and all shares, interests, participations, units or other equivalents (however designated)
of capital stock of a corporation, membership interests in a limited liability company, partnership interests of a limited partnership,
any and all equivalent ownership interests in a Person and any and all warrants, rights or options to purchase any of the foregoing.


 


“Capitalized
Lease Obligations” shall mean, as applied to any Person, all obligations under Capitalized Leases of such Person
or any of its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities on the balance sheet (excluding
the footnotes thereto) of such Person in accordance with GAAP.


 


“Capitalized
Leases” shall mean, as applied to any Person, all leases of property that have been or should be, in accordance with
GAAP, recorded as capitalized leases on the balance sheet of such Person or any of its Subsidiaries, on a consolidated basis; provided,
that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for
as a liability on the balance sheet (excluding the footnotes thereto) of such Person in accordance with GAAP.


 


“Cash Equivalents”
shall mean:


 


(a)          any
direct obligation of (or unconditional guarantee by) the United States (or any agency or political subdivision thereof, to the
extent such obligations are supported by the full faith and credit of the United States) maturing not more than one year after
the date of acquisition thereof;


 




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(b)          commercial
paper maturing not more than one year from the date of issue and issued by (i) a corporation (other than an Affiliate of any Credit
Party) organized under the laws of any state of the United States or of the District of Columbia and, at the time of acquisition
thereof, rated A 1 or higher by S&P or P 1 or higher by Moody’s, or carrying an equivalent rating by a nationally recognized
rating agency if at any time neither S&P or Moody’s shall be rating such obligations, or (ii) any Lender (or its
holding company);


 


(c)          any
certificate of deposit, time deposit or bankers acceptance, maturing not more than one year after its date of issuance, which is
issued by either: (i) a bank organized under the laws of the United States (or any state thereof) which has, at the time of acquisition
thereof, (A) a credit rating of A-2 or higher from Moody’s or A or higher from S&P and (B) a combined capital and surplus
greater than $500,000,000, or (ii) a Lender;


 


(d)          any
repurchase agreement having a term of thirty (30) days or less entered into with any Lender or any commercial banking institution
satisfying, at the time of acquisition thereof, the criteria set forth in clause (c)(i) which (i) is secured by a fully perfected
security interest in any obligation of the type described in clause (a), and (ii) has a market value at the time such repurchase
agreement is entered into of not less than 100% of the repurchase obligation of such commercial banking institution thereunder;
and


 


(e)          mutual
funds investing primarily in assets described in clauses (a) through (d) of this definition.


 


“Cash Management
Bank” shall mean Silicon Valley Bank or such other bank as Collateral Agent may in its sole discretion determine,
in each case, together with its affiliates and correspondent banks.


 


“Casualty
Event” shall mean the damage, destruction or condemnation, as the case may be, of property of any Person or any of
its Subsidiaries.


 


“CERCLA”
shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980.


 


“CFC”
shall mean any Foreign Subsidiary that is classified as a “controlled foreign corporation” (within the meaning of Code
Section 957).


 


“Change
in Law” shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change
in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of
this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.09, by any lending office of such Lender
or by such Lender’s parent, if any) with any request, guideline or directive (whether or not having the force of law) of
any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein
to the contrary, (x) the Dodd Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
issued thereunder or in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States
or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”,
regardless of the day enacted, adopted, issued or implemented.


 




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“Change
of Control” shall mean an event or series of events by which: (a) Parent shall cease to own, beneficially and of
record, 100% of the Capital Stock of Borrower on a fully-diluted basis, free and clear of all Liens (other than Permitted Liens),
(b) Parent shall cease to own, beneficially and of record, 100% of the Capital Stock of each of ET North America and ET Group Netherlands,
in each case, free and clear of all Liens (other than Permitted Liens), (c) the Netherlands Subsidiaries shall cease to own, beneficially
and of record, 100% of the Capital Stock of each Mexican Subsidiary, free and clear of all Liens (other than Permitted Liens),
(d) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) has become
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed
to have “beneficial ownership” of all securities that any such Person has the right to acquire, whether such right
is exercisable immediately or only after the passage of time), by way of merger, consolidation or otherwise, of 35% or more of
the Capital Stock of Parent on a fully diluted basis, (e) during any period of twelve consecutive calendar months, individuals
who at the beginning of such period constituted the Board of Directors of Parent, together with any new members of such Board of
Directors whose elections by such Board of Directors or whose nominations for election by the stockholders of Parent were approved
by a vote of a majority of the members of such Board of Directors then still in office who either were directors at the beginning
of such period or whose election or nomination for election was previously so approved (excluding any individual whose initial
nomination for, or assumption of office as, a member of such Board of Directors occurs as a result of an actual or threatened solicitation
of proxies or consents for the election or removal of one or more directors by any Person or group other than a solicitation for
the election of one or more directors by or on behalf of the Board of Directors), cease for any reason to hold a majority of the
voting rights of the members of the Board of Directors of Parent, still in offices set forth above or (f) a “change of control”
or any term of similar effect under any Material Contract of the type referred to in clause (i) of the definition thereof or any
other document executed in connection therewith shall have occurred in respect of any Credit Party or Subsidiary thereof.


 


“Citibank”
shall mean Citibank International PLC, together with its affiliates.


 


“Citibank
Agreement” shall mean the Account Receivable Purchase Agreement between the Borrower and Citibank pursuant to which
the Borrower may from time to time sell to Citibank and Citibank may from time to time purchase from the Borrower certain accounts
receivable payable to the Borrower, including accounts receivables arising from the Vodafone Agreement, together with any and all
other account receivable purchase agreements between Citibank and the Borrower, in each case, as amended, extended, renewed, replaced,
restated or otherwise modified from time to time.


 




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“Citibank
Consent and Acknowledgment” shall mean the consent and acknowledgment among Citibank, the Borrower and the Collateral
Agent pursuant to which (a) Citibank shall consent to the grant by Borrower to Collateral Agent of a security interest in all of
Borrower’s rights under the Citibank Agreement as security for the Obligations and agree to comply with instructions submitted
by the Collateral Agent to Citibank in respect of all payments and other amounts payable by Citibank under the Citibank Agreement
until such time as such Consent and Acknowledgement is terminated in accordance with its terms and (b) the Collateral Agent shall
direct Citibank, and Citibank shall agree (until otherwise directed by the Collateral Agent), to remit all payments under the Citibank
Agreement directly to the Vodafone Euro Collection Account until such time as such Consent and Acknowledgement is terminated in
accordance with its terms.


 


“Claims”
shall have the meaning set forth in the definition of Environmental Claims.


 


“Closing
Date” shall mean November 17, 2014.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated and rulings
issued thereunder.


 


“Collateral”
shall mean any assets of any Credit Party or other assets upon which the Collateral Agent has been granted a Lien in connection
with this Agreement.


 


“Collateral
Access Agreements” shall mean a collateral access agreement in form and substance reasonably satisfactory to the
Collateral Agent between Collateral Agent and any lessor, warehouseman, processor, bailee, consignee, or other Person in possession
of, having a Lien upon, or having rights or interests in any Credit Party’s books and records or assets.


 


“Collateral
Agent” shall have the meaning set forth in the preamble to this Agreement.


 


“Collateral
Assignee” shall have the meaning set forth in Section 12.06(c) of this Agreement.


 


“Collections”
shall mean all cash, checks, credit card slips or receipts, notes, instruments, and other items of payment (including insurance
proceeds, proceeds of cash sales, rental proceeds, and tax refunds) of the Credit Parties.


 


“Commitment”
shall mean, with respect to each Lender, such Lender’s Commitment and, with respect to all Lenders, their Commitments, in
each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule 1.01
or in the Assignment and Acceptance pursuant to which such Lender became a Lender under this Agreement, as such amounts may be
as the same may be changed from time to time pursuant to the terms of this Agreement. On the Closing Date, the total Commitments
for all Lenders shall be $12,000,000 as set forth on Schedule 1.01.


 


“Communications”
means, collectively, any notice, demand, communication, information, document or other material that any Credit Party provides
to the Administrative Agent 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 Section 12.25, including through the Platform.


 




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“Compliance
Certificate” shall mean a certificate duly completed and executed by an Authorized Officer of the Parent substantially
in the form of Exhibit B-1, together with such changes thereto or departures therefrom as the Administrative Agent may from
time to time reasonably request or approve for the purpose of monitoring the Credit Parties’ compliance with the financial
covenants contained herein or certain other calculations, or as otherwise agreed to by the Administrative Agent.


 


“Confidential
Information” shall have the meaning set forth in Section 12.16.


 


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


 


“Consolidated
Capital Expenditures” shall mean, for any specified period, the sum of, without duplication, all expenditures made,
directly or indirectly, by the Consolidated Companies during such period, determined on a consolidated basis in accordance with
GAAP, that are or should be reflected as additions to property, plant or equipment or similar items reflected in the consolidated
statement of cash flows and balance sheet of the Consolidated Companies, or have a useful life of more than one year.


 


“Consolidated
Companies” shall mean Parent and its Subsidiaries on a consolidated basis in accordance with GAAP.


 


“Consolidated
Growth Capital Expenditures” shall mean Consolidated Capital Expenditures that are incurred as a result of the closing
of contracts with new customers, as well as the expansion of business with existing customers.


 


“Consolidated
Interest Expense” shall mean, for the Consolidated Companies, the sum of: (a) all interest in respect of Indebtedness
(including, without limitation, the interest component of any payments in respect of Capitalized Lease Obligations) accrued or
capitalized during such period (whether or not actually paid during such period), less interest income during such period, plus
(b) the net amount payable (or minus the net amount receivable) in respect of Hedging Obligations relating to interest during such
period (whether or not actually paid or received during such period).


 


“Consolidated
Maintenance Capital Expenditures” shall mean all Consolidated Capital Expenditures other than Consolidated Growth
Capital Expenditures.


 


“Consolidated
Net Income” shall mean, for any specified period, the consolidated net income (or deficit) of the Consolidated Companies
determined in accordance with GAAP, after eliminating therefrom all extraordinary nonrecurring items of income or loss; provided
that there shall be excluded (without duplication) (i) the consolidated net income (or deficit) of any Person in which any Person
(other than any of the Consolidated Companies) has a joint interest, except to the extent of the amount of dividends or other distributions
actually paid in cash to any of the Consolidated Companies by such Person during such specified period, (ii) the income (or loss)
of any Person accrued prior to the date it becomes a consolidated Subsidiary of any of the Consolidated Companies or is merged
into or consolidated with any of the Consolidated Companies or such Person’s assets are acquired by any of the Consolidated
Companies, (iii) the income of any consolidated Subsidiary of any of the Consolidated Companies to the extent that the declaration
or payment of dividends or other distributions by that consolidated Subsidiary of that income is not at the time permitted by operation
of the terms of any Contractual Obligation or Applicable Law applicable to that consolidated Subsidiary, (iv) any gain attributable
to the write-up of any asset and any loss attributable to the write-down of any asset; (v) any net gain from the collection of
the proceeds of life insurance policies; (vi) any net gain or loss arising from the acquisition of any securities, or the extinguishment,
under GAAP, of any Indebtedness, of any of the Consolidated Companies, (vii) in the case of a successor to any consolidated Subsidiary
of any of the Consolidated Companies by consolidation or merger or as a transferee of its assets, any earnings of such successor
prior to such consolidation, merger or transfer of asset (unless such successor was a consolidated Subsidiary of any of the Consolidated
Companies prior to such consolidation, merger or transfer), (viii) any deferred credit representing the excess of equity in any
consolidated Subsidiary of any of the Consolidated Companies at the date of acquisition of such consolidated Subsidiary over the
cost to the Consolidated Companies of the investment in such Subsidiary, (ix) the cumulative effect of any change in GAAP during
such period, and (x) any non-cash FASB ASC 815 income (or loss) related to hedging activities.


 




    	8



    	 



    

  


“Consolidated
Total Debt” shall mean, as of any date of determination, the outstanding principal amount of all Funded Debt.


 


“Contingent
Liability” shall mean, for any Person, any agreement, undertaking or arrangement by which such Person guarantees,
endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide
funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the
Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment
of dividends or other distributions upon the Capital Stock of any other Person. The amount of any Person’s obligation under
any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount of
the debt, obligation or other liability guaranteed thereby.


 


“Contractual
Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement,
instrument or other undertaking to which such Person is a party or by which it or any of its property is bound other than the Obligations.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise; provided that, for purposes of this
definition, any Person which owns directly or indirectly 5% or more of the equity interests having ordinary voting power for the
election of directors or other members of the governing body of a Person or 5% or more of the partnership or other ownership interests
of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person. Notwithstanding anything
to the contrary set forth herein, neither Agent nor any Lender shall be deemed to be an Affiliate of any Credit Party solely by
virtue of receiving, holding or exercising the Warrants or otherwise complying with the terms and provisions of this Agreement
and the other Credit Documents. The terms “Controlling” and “Controlled” have
meanings correlative thereto.


 


“Control
Agreement” shall mean a pledge, collateral assignment, control agreement or bank consent letter, in form and substance
reasonably satisfactory to the Collateral Agent, executed and delivered by the applicable Credit Party, the Collateral Agent, and
the applicable securities intermediary or bank, which agreement is sufficient to give the Collateral Agent “control”
over each of such Credit Party’s securities accounts, deposit accounts or investment property, as the case may be.


 




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“Conversion
Amount” shall mean, on any date of determination, with respect to obligations or valuations denominated in one currency
(the “first currency”), the amount of another currency (the “second currency”) which would result from
the conversion of the relevant amount of the first currency into the second currency at the rate in effect on such date as determined
by the Cash Management Bank in accordance with its currency exchange procedures then in effect.


 


“Convertible
Note” shall mean the Convertible Note dated as of August 28, 2013 issued by Parent to the Subordinated Convertible
Noteholder in the original principal amount of €4,000,000, as the same may have been amended, restated, supplemented or otherwise
modified prior to the Closing Date.


 


“Convertible
Noteholder” shall mean Saffelbert Investments N.V., a company organized under the laws of the Netherlands, together
with its successors and permitted assigns.


 


“Copyright
Security Agreements” shall mean any and all copyright security agreements entered into after the Closing Date (as
required by the Agreement or any other Credit Document), in each case, as the same may be amended, restated, supplemented or otherwise
modified from time to time.


 


“Corresponding
Obligations” means all Obligations as they may exist from time to time, other than the Parallel Debts.


 


“Credit
Documents” shall mean (a) this Agreement, the Mexican Guarantee, the Security Documents, any Notes, any subordination
or intercreditor agreements in favor of any Agent with respect to this Agreement, and (b) any other document, instrument, certificate
or agreement executed by any Credit Party, or by the Borrower on behalf of the Credit Parties, or any of them, and delivered to
any Agent or Lender in connection with any of the foregoing or the Obligations, in each case, as the same may be amended, restated,
supplemented or otherwise modified from time to time.


 


“Credit
Parties” shall mean, collectively, the Borrower and the Guarantors, and “Credit Party”
shall mean any of the Credit Parties, individually.


 


“CRR“
the Council Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements
for credit institutions and investment firms and amending Regulation (EU) No 648/2012.


 


“Default”
shall mean any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.


 


“Default
Rate” shall mean a rate per annum equal to the rate described in Section 2.09(a) plus two percent (2.00%)
per annum.


 




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“Disposition”
shall mean, with respect to any Person, any sale, transfer, lease, contribution or other conveyance (including by way of merger)
of, or the granting of options, warrants or other rights to, any of such Person’s or their respective Subsidiaries’
assets (including Capital Stock of Subsidiaries) to any other Person in a single transaction or series of transactions and which
shall include, with respect to any Real Property or rights thereto.


 


“Disqualified
Capital Stock” shall mean any Capital Stock that, by its terms (or by the terms of any security or other Capital
Stock into which it is convertible or for which it is exchangeable) or upon the happening of any event or condition, (a) matures
or is mandatorily redeemable (other than solely for Qualified Capital Stock or in connection with a transaction that would constitute
an Event of Default under Section 10.01(k) hereof after the Secured Parties are paid in full), pursuant to a sinking fund
obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Qualified Capital Stock or
in connection with a transaction that would constitute an Event of Default under Section 10.01(k) hereof after the Secured
Parties are paid in full), in whole or in part, (c) provides for the scheduled payment of dividends in cash or (d) is or becomes
convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital Stock,
in each case, prior to the date that is one hundred and eighty (180) days after the latest Maturity Date; provided, that
if such Capital Stock is issued pursuant to a plan for the benefit of employees of Parent or its Subsidiaries or by any such plan
to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased
by Parent or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.


 


“Dollars”
and “$” shall mean dollars in lawful currency of the United States of America.


 


“Domestic
Subsidiary” shall mean each Subsidiary of a Credit Party that is a U.S. Person.


 


“EMU”
shall mean the economic and monetary union as contemplated in the Treaty on European Union.


 


“Environmental
Claims” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims,
liens, notices of noncompliance or violation, investigations (other than internal reports prepared by the Credit Parties (a) in
the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition
or disposition of real estate) or proceedings relating to any Environmental Law or any permit issued, or any approval given, under
any such Environmental Law (“Claims”), including (i) any and all Claims by Governmental Authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and
(ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive
relief resulting from the Release or threatened Release of Hazardous Materials or arising from alleged injury or threat of injury
to health or safety (to the extent relating to the exposure to Hazardous Materials) or the environment.


 


“Environmental
Law” shall mean any applicable federal, state, foreign or local statute, law, rule, regulation, ordinance, code and
rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation
thereof, including any binding judicial or administrative order, consent decree or judgment, relating to the protection of the
environment or human health or safety (to the extent relating to exposure to Hazardous Materials).


 




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“Equivalent
Amount” shall mean, on any date of determination, with respect to obligations or valuations denominated in one currency
(the “first currency”), the amount of another currency (the “second currency”) which would result from
the conversion of the relevant amount of the first currency into the second currency at the 12:00 noon rate quoted by Bloomberg
on www.bloomberg.com/markets/currencies/fxc.html (Page BOFC or such other Page as may replace such Page for the purpose
of displaying such exchange rates) on such date or, if such date is not a Business Day, on the Business Day immediately preceding
such date of determination, or such other rate as may have been agreed to in writing between Borrower and the Administrative Agent.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.
Section references to ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory
thereof, supplemental thereto or substituted therefor.


 


“ERISA
Affiliate” shall mean each Person (as defined in Section 3(9) of ERISA), as to which any Credit Party or any Subsidiary
of any Credit Party, is, or within the last six (6) years was, treated as a “single employer” (i) within the meaning
of Section 414(b), (c) of the Code (and sections 414(m) and (o) of the Code for purposes of provisions relating to section 412
of the Code and section 302 of ERISA) or (ii) as a result of any Credit Party or any Subsidiary of any Credit Party being or having
been a general partner of such Person.


 


“EST”
shall mean eastern standard time or eastern daylight time, as applicable.


 


“ET Group
Netherlands” shall mean Elephant Talk Group International B.V., a besloten vennootschap met beperkte aansprakelijkheid
organized under the laws of the Netherlands.


 


“ET Mexico”
shall mean Elephant Talk de Mexico S.A.P.I. de C.V., a company organized under the laws of Mexico.


 


“ET North
America” shall mean Elephant Talk North America Corp., a Delaware corporation.


 


“euro”
and “€” shall mean the single currency of participating member states of the EMU.


 


“Eurodollar
Rate” shall mean, with respect to any Loan for an Interest Period, a rate per annum determined by the Administrative
Agent on the Closing Date and thereafter on the last day of each Interest Period (which shall be a Business Day) for the next succeeding
Interest Period (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the greater of (A) 0.75%, and (B) the product
of (i) the rate of interest which is identified and normally published by Bloomberg Professional Service Page BBAM 1 (or such other
page as may replace such page on that service for the purpose of displaying such rates or such other service as may be nominated
by the ICE Benchmark Administration for the purpose of displaying London interbank offered rates for Eurodollar Rates) as the offered
rate for loans in United States dollars for the applicable Interest Period under the caption British Bankers Association Eurodollar
Rates as of 11:00 a.m. (London time), on the second full Business Day next preceding the first day of such Interest Period (unless
such date is not a Business Day, in which event the next succeeding Business Day will be used); and (ii) the Statutory Reserve
Rate. If Bloomberg Professional Service no longer reports the Eurodollar Rate or the Administrative Agent determines in good faith
that the rate so reported no longer accurately reflects the rate available to the Administrative Agent in the London Interbank
Market or if such index no longer exists or if Page BBAM 1 no longer exists or accurately reflects the rate available to the Administrative
Agent in the London Interbank Market, the Administrative Agent may select a replacement index or replacement page, as the case
may be, that reasonably reflects such rate.


 




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“Event
of Default” shall have the meaning set forth in Article X.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Excluded
Issuances” shall mean (a) the issuance of equity securities (other than Disqualified Capital Stock) by Parent to
members of the management, employees or directors of any Credit Party and (b) the issuance of equity securities of Parent (other
than Disqualified Capital Stock) upon the exercise of any warrants issued by the Parent on or prior to the Closing Date.


 


“Excluded
Taxes” shall mean 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 Term Loan pursuant
to a law in effect on the date on which (i) such Lender acquires such interest in the Term Loan (other than pursuant to an assignment
request by the Borrower under Section 12.06) or (ii) such Lender changes its lending office (other than pursuant to Section
2.02), except in each case to the extent that, pursuant to Section 4.04, 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, and (c) Taxes attributable to such Recipient’s failure to comply with Section 4.04(f).


 


“Extraordinary
Receipts” shall mean any cash received by or paid to or for the account of any Consolidated Company not in the ordinary
course of business, including, without limitation: (a) proceeds of judgments, proceeds of settlements or other consideration
of any kind in connection with any cause of action to the extent not used to pay any corresponding cause of action or to reimburse
a Consolidated Company for amounts previously expended, (b) indemnification payments received by any Consolidated Company to the
extent not used or anticipated to be used to pay any corresponding liability or reimburse such Consolidated Company for the payment
of any such liability, (c) any purchase price adjustment (other than a working capital adjustment) received in connection
with any purchase agreements, (d) tax refunds, (e) pension plan reversions and (f) any payment, fee or other amount received by
any Consolidated Company in respect of any amendment, termination or non-renewal of any Key Contract. In no event shall proceeds
of business interruption insurance be deemed to be Extraordinary Receipts.


 




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“Federal
Funds Rate” shall mean, for any day, a fluctuating interest rate per annum equal to: (a) the weighted average of
the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers,
as published for such day (or, if such day is not a Business Day, for the next succeeding Business Day) by the Federal Reserve
Bank of New York; or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations for
such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected
by it.


 


“Fees”
shall mean all amounts payable pursuant to, or referred to in, Section 3.01.


 


“Financial
Performance Covenants” shall mean the covenants set forth in Section 9.13.


 


“Fixed
Charge Coverage Ratio” shall mean, as of the last day of any specified Test Period, the ratio of: (a) (i) Adjusted
EBITDA for the Test Period ending on such date minus (ii) the sum of (A) Consolidated Maintenance Capital Expenditures not financed
under capital leases, or with proceeds of Excluded Issuances or Indebtedness, (B) income Taxes paid in cash in such period
and (C) the amount of Restricted Payments permitted under Section 9.06 in such period, to (b) the sum of (i) Consolidated Interest
Expense paid in cash for such period, plus (ii) scheduled amortization principal payments of Indebtedness that have been made or
required to have been made during such period (taking into account any reductions in such amortization payments due to the prepayment
of the Loans in accordance with the terms of this Agreement).


 


“Foreign
Lender” shall mean a Lender that is resident or organized under the laws of a jurisdiction other than that in which
Borrower is resident for tax purposes.


 


“Foreign
Subsidiary” shall mean each Subsidiary of a Credit Party that is not a Domestic Subsidiary.


 


“Funded
Debt” shall mean, as of any date of determination, all then outstanding Indebtedness of the Consolidated Companies,
of the type described in clauses (a), (b), (d) and (f) of the defined term “Indebtedness” (other than letters of credit
or similar instruments which are cash collateralized in an aggregate amount not to exceed $100,000).


 


“GAAP”
shall mean generally accepted accounting principles in the United States of America set forth from time to time in the opinions
and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority
within the accounting profession), including the FASB Accounting Standards CodificationTM, which are applicable to the circumstances
as of the date of determination, subject to Section 1.03.


 




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“Governmental
Authority” shall mean the government of the United States, any foreign country or any multinational or supranational
authority, or any state, commonwealth, protectorate or political subdivision thereof, and any entity, body or authority exercising
executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including, without
limitation, the PBGC and other administrative bodies or quasi-governmental entities established to perform the functions of any
such agency or authority.


 


“Guarantee
Obligations” shall mean, as to any Person, any Contingent Liability of such Person or other obligation of such Person
guaranteeing or intended to guarantee any Indebtedness of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase any such Indebtedness
or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment
of any such Indebtedness or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain
the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of
assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (d) otherwise
to assure or hold harmless the owner of such Indebtedness against loss in respect thereof; provided that the term “Guarantee
Obligations” shall not include endorsements of instruments for deposit or collection in the ordinary course of business
and consistent with past practice or customary and reasonable indemnity obligations in effect on the Closing Date, entered into
in connection with any acquisition or disposition of assets permitted under this Agreement (other than with respect to Indebtedness).
The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness
in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith and reasonable
business judgment.


 


“Guarantors”
shall mean (a) Parent, (b) ET North America, (c) ET Group Netherlands, (c) from and after the date on which ET Mexico and the applicable
Credit Parties have executed and delivered the Mexican Guarantee, the Mexican Security Documents and otherwise complied with the
requirements of Section 8.17, ET Mexico and (d) any other Person that provides a guarantee for the payment and performance
of the Obligations pursuant to an agreement reasonably acceptable to the Administrative Agent after the Closing Date pursuant to
Section 8.10.


 


“Hazardous
Materials” shall mean (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde
foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls,
and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “waste”, “recycled
materials”, “sludge”, “hazardous substances”, “hazardous waste”, “hazardous materials”,
“extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic
pollutants”, “contaminants”, or “pollutants”, or words of similar import, under any applicable Environmental
Law; and (c) any other chemical, waste, recycled material, material or substance, which is prohibited, limited or regulated by
any Environmental Law.


 




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“Hedging
Agreement” shall mean (a) any and all agreements or documents not entered into for speculative purposes that provide
for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap,
cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for
the purpose of hedging exposure to fluctuations in interest or exchange rates, loan, credit exchange, security, or currency valuations
or commodity prices, 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 (any such master agreement, together with
any related schedules, a “Master Agreement”), including any such obligations or liabilities under any
Master Agreement.


 


“Hedging
Obligations” shall mean, with respect to any Person, the obligations of such Person under Hedging Agreements.


 


“Historical
Financial Statements” shall mean (a) the audited consolidated balance sheet of the Parent and its Subsidiaries as
of December 31, 2013 and the related consolidated statements of income and cash flows of the Parent and its Subsidiaries for the
fiscal year then ended, (b) the unaudited consolidated balance sheets of the Parent and its Subsidiaries as of the last day
of the fiscal quarters ended March 31, 2014 and June 30, 2014 and (c) the draft unaudited consolidated balance sheet of the Parent
and its Subsidiaries as of the last day of the fiscal quarter ended September 30, 2014, together with, in the case of each of clauses
(b) and (c), the related consolidated statements of income and cash flows for each such fiscal quarter.


 


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


 


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


 


(b)          the
maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments
issued or created by or for the account of such Person;


 


(c)          net
Hedging Obligations of such Person;


 


(d)          all
obligations of such Person to pay the deferred purchase price of property or services, but excluding trade accounts payable in
the ordinary course of business (which are not overdue for a period of more than ninety (90) days past the applicable due date
thereof;


 


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


 




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(f)          all
Attributable Indebtedness;


 


(g)          all
obligations of such Person with respect to the redemption, repayment or other repurchase or payment in respect of any Disqualified
Capital Stock; and


 


(h)          all
Guarantee Obligations of such Person in respect of any of the foregoing;


 


provided, that Indebtedness shall
not include (i) prepaid or deferred revenue arising in the ordinary course of business on customary terms, (ii) purchase price
holdbacks arising in the ordinary course of business and on customary terms in respect of a portion of the purchase price of an
asset to satisfy warranties or other unperformed obligations of the seller of such asset, (iii) endorsements of checks or
drafts arising in the ordinary course of business and consistent with past practice, and (iv) preferred Capital Stock to the extent
not constituting Disqualified Capital Stock.


 


For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that
is itself a corporation or another entity not disregarded for tax purposes) in which such Person is a general partner or a joint
venture (whether partner or member), except to the extent such Person’s liability for such Indebtedness is otherwise limited
and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt. The amount of any net
Hedging Obligations on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness
of any Person for purposes of clause (e) above shall be deemed to be equal to the lesser of (x) the aggregate unpaid amount of
such Indebtedness and (y) the fair market value of the property encumbered thereby as determined by such Person in good faith and
reasonable business judgment.


 


“Indemnified
Liabilities” shall have the meaning set forth in Section 12.05.


 


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


 


“Insolvency
Regulation” shall mean the Council Regulation (EC) No. 1346/2000 29 May 2000 on Insolvency Proceedings.


 


“Interest
Payment Date” shall have the meaning set forth in Section 2.08(a).


 


“Interest
Period” shall mean, with respect to any Loan, an interest period of one (1) month; provided, however,
that (a) if any Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall be extended
to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar
month, in which event such Interest Period shall end on the immediately preceding Business Day.


 




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“Investment”
shall mean, relative to any Person, (a) any loan, advance or extension of credit made by such Person to any other Person, including
the purchase by such first Person of any bonds, notes, debentures or other debt securities of any such other Person; (b) the incurrence
of Contingent Liabilities for the benefit of any other Person; and (c) acquisition of any Capital Stock or other investment held
by such Person in any other Person. The amount of any Investment at any time shall be the original principal or capital amount
thereof less all returns of principal or equity thereon made on or before such time and shall, if made by the transfer or exchange
of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value
of such property at the time of such Investment.


 


“IP Rights”
shall have the meaning set forth in Section 7.13.


 


“IRS”
shall mean the United States Internal Revenue Service.


 


“Iusacell”
shall mean Iusacell, S.A., de C.V., a company constituted under the laws of Mexico, together with its successors and assigns.


 


“Iusacell
Agreement” shall mean, collectively (a) the Mobile Network Enablement Agreement dated as of August 1, 2013 among
Iusacell, ET Mexico and Borrower and (b) the Commercial Agreement entered into in connection with the agreement referred to in
the foregoing clause (a) among ET Mexico, Borrower, ET Group Netherlands and Iusacell, together with all annexes, schedules, exhibits
and schedules thereto, in each case, as the same may be amended, restated, extended, renewed, replaced or otherwise modified from
time to time in accordance with the terms of this Agreement.


 


“Key Contracts”
shall mean the Vodafone Agreement, the Iusacell Agreement and the Zain Agreement and “Key Contract” shall mean
any of the Key Contracts, individually.


 


“Lender”
shall have the meaning set forth in the preamble to this Agreement.


 


“Lien”
shall mean any mortgage, pledge, security interest, hypothecation, assignment for collateral purposes, lien (statutory or other)
or similar encumbrance, and any easement, right-of-way, license, restriction (including zoning restrictions), defect, exception
or irregularity in title or similar charge or encumbrance (including any agreement to give any of the foregoing, any conditional
sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall an operating
lease entered into in the ordinary course of business and on customary terms or any precautionary UCC filings made pursuant thereto
by an applicable lessor or lessee, be deemed to be a Lien.


 


“Loan”
shall mean any Term Loan.


 


“Master
Agreement” shall have the meaning set forth in the definition of the term “Hedging Agreement”.


 




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“Material
Adverse Effect” shall mean a material adverse effect on (a) the business, assets, liabilities (actual or contingent),
operations, condition (financial or otherwise), results of operations or performance of (i) the Borrower, (ii) the Credit Parties
taken as a whole or (iii) the Parent and its Subsidiaries taken as a whole, (b) the validity or enforceability of this Agreement
or any of the other Credit Documents (it being agreed that documents described in clause (b) of the definition of “Credit
Documents” shall be taken as a whole), (c) the ability of any Credit Party to perform its obligations under any Credit Document
(it being agreed that documents described in clause (b) of the definition of “Credit Documents” shall be taken as a
whole) to which it is a party, (d) the rights or remedies of the Secured Parties or the Lenders hereunder or thereunder, (e) the
priority of any Liens granted to Collateral Agent in or to any Collateral (other than as a result of voluntary and intentional
discharge of the Lien by the Collateral Agent), or (f) the rights or benefits of any Credit Party under the Vodafone Agreement
or the Iusacell Agreement.


 


“Material
Contracts” shall mean and include: (i) any agreement evidencing, securing or pertaining to any Funded Debt, or any
guaranty thereof, in a principal amount exceeding $500,000, (ii) any real property lease where annual rent exceeds $500,000,
(iii) any operating lease where annual rentals exceed $500,000, (iv) the Vodafone Agreement, (v) the Iusacell Agreement, (vi) the
Zain Agreement, (vii) any other agreement with any Material Customer which involves aggregate consideration payable to or by such
Material Customer of $500,000 or more, (viii) any agreement (other than the agreements set forth in the foregoing clauses (i) through
(vii)) which involves aggregate consideration payable to or by such Person or such Subsidiary of $500,000 or more, (ix) the Citibank
Agreement and (x) any other agreement the termination of which (without contemporaneous replacement of substantially equivalent
value) could reasonably be expected to have a Material Adverse Effect.


 


“Material
Customer” shall have the meaning set forth in Section 7.27.


 


“Maturity
Date” shall mean December 31, 2017.


 


“Mexican
Guarantee” shall mean the Guarantee by ET Mexico in favor of the Secured Parties to be executed and delivered by
ET Mexico after the Closing Date pursuant to Section 8.17, as the same may be amended, restated, supplemented or otherwise
modified from time to time.


 


“Mexican
Security Documents” shall mean (a) the Assets Pledge Agreement between ET Mexico and the Collateral Agent to be executed
and delivered by ET Mexico after the Closing Date pursuant to Section 8.17 and (b) the Pledge Agreement among the Credit
Parties holding equity interests in ET Mexico and the Collateral Agent to be executed and delivered by such Credit Parties after
the Closing Date pursuant to Section 8.17, in each case, as the same may be amended, restated, supplemented or otherwise
modified from time to time.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business.


 


“Mortgage”
shall mean each mortgage, deed of trust, or deed to secure debt, trust deed or other security document granted by any applicable
Credit Party to the Collateral Agent for the benefit of the Secured Parties in respect of any Real Property owned or leased by
such Credit Party, in such form as agreed between such Credit Party and the Collateral Agent.


 




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“Multiemployer
Plan” shall mean any multiemployer plan, as defined in Section 4001(a)(3) of ERISA, which is contributed to
by (or to which there is or may be an obligation to contribute of) any Credit Party, any Subsidiary of any Credit Party or any
ERISA Affiliate, and each such plan for the five-year period immediately following the latest date on which any Credit Party, any
Subsidiary of any Credit Party or any ERISA Affiliate contributed to or had an obligation to contribute to such plan.


 


“Net Casualty
Proceeds” shall mean, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards
received by any Credit Party or any of its Subsidiaries in connection with such Casualty Event (net of (i) the amount of any reserves
to be maintained in connection with the Casualty Event, to the extent such reserve is maintained in accordance with GAAP, and (ii)
all reasonable and customary collection expenses thereof (including, without limitation, any legal or other professional fees)
(except with respect to any expenses paid to an Affiliate of such Person)), but excluding any proceeds or awards required to be
paid to a creditor (other than the Lenders) which holds a Lien permitted by Section 9.02(c) on the property which is the
subject of such Casualty Event, and less any Taxes payable by such Person on account of such insurance proceeds or condemnation
award, actually paid, assessed or estimated by such Person (in good faith) to be payable within the next 12 months in cash in connection
with such Casualty Event, in each case to the extent, but only to the extent, that the amounts are properly attributable to such
transaction; provided that if, after the expiration of such 12-month period, the amount of such estimated or assessed Taxes,
if any, exceeded the Taxes actually paid in cash in respect of proceeds from such Casualty Event, the aggregate amount of such
excess shall constitute Net Casualty Proceeds under Section 4.02(a)(iii) and be immediately applied to the prepayment of
the Obligations pursuant to Section 4.02(c).


 


“Net Debt
Proceeds” shall mean, with respect to the sale or issuance by any Credit Party or any of its Subsidiaries of any
Indebtedness (other than Indebtedness permitted by Section 9.01), the excess of: (a) the gross cash proceeds received by the issuer
of such Indebtedness from such sale or issuance, over (b) all reasonable and customary underwriting commissions and legal,
investment banking, underwriting, brokerage, accounting and other professional fees, sales commissions and disbursements and all
other reasonable fees, expenses and charges, in each case actually incurred in connection with such sale or issuance which have
not been paid and are not payable to any Affiliate of such Person.


 


“Net Disposition
Proceeds” shall mean, with respect to any Disposition by any Credit Party or any of its Subsidiaries, the excess
of: (a) the gross cash proceeds received by such Person from such Disposition, over (b) the sum of: (i) all reasonable and
customary legal, investment banking, underwriting, brokerage and accounting and other professional fees, sales commissions and
disbursements and all other reasonable fees, expenses and charges, in each case actually incurred in connection with such Disposition
which have not been paid and are not payable to any Affiliate of such Person, (ii) all Taxes payable by such Person on account
of proceeds from such Disposition, actually paid, assessed or estimated by such Person (in good faith) to be payable in cash within
the next 12 months in connection with such proceeds, in each case to the extent, but only to the extent, that the amounts so are
properly attributable to such transaction, and (iii) the amount of any reserves to be maintained in connection with such Disposition,
to the extent such reserve is maintained in accordance with GAAP; provided that if, after the expiration of the 12-month
period referred to in clause (b)(ii) above, the amount of estimated or assessed Taxes, if any, pursuant to clause (b)(ii) above
exceeded the Taxes actually paid in cash in respect of proceeds from such Disposition, the aggregate amount of such excess shall
constitute Net Disposition Proceeds under Section 4.02(a)(ii) and be immediately applied to the prepayment of the Obligations
pursuant to Section 4.02(c).


 




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“Net Equity
Proceeds” shall mean, with respect to the sale, issuance or exercise after the Closing Date by any Credit Party or
any of its Subsidiaries of any Capital Stock or any capital contribution by any Person to any such Credit Party or Subsidiary,
the excess of: (a) the gross cash proceeds received by such Credit Party or Subsidiary from such sale, issuance or exercise, over
(b) all reasonable and customary underwriting commissions and legal, investment banking, brokerage, accounting and other professional
fees, sales commissions and disbursements actually incurred in connection with such sale or issuance which have not been paid and
are not payable to any Affiliate of such Person.


 


“Netherlands
Collateral Party” shall mean each Credit Party which agrees to provide security expressed to be governed by Netherlands
law, including but not limited to the security provided under the Netherlands Security Documents.


 


“Netherlands
Insolvency Event” means, with respect to any Netherlands Subsidiary, any bankruptcy (faillissement), suspension
of payments (surseance van betaling), provisional suspension of payments (voorlopige surseance van betaling), administration
(onderbewindstelling), dissolution (ontbinding), and any other event whereby the relevant company is limited in the
right to dispose of its assets.


 


“Netherlands
Security Documents” shall mean (i) the Netherlands Pledge Agreement between the Parent and the Netherlands Subsidiaries
as pledgors and the Collateral Agent as pledgee and (ii) the deed of pledge over shares in the capital of the Borrower between
the Parent as pledgor and the Collateral Agent as pledgee and (iii) the deed of pledge over shares in the capital of ET Group Netherlands
between the Parent as pledgor and the Collateral Agent as pledgee, in each case, as the same may be amended, restated, supplemented
or otherwise modified from time to time.


 


“Netherlands
Subsidiaries” shall mean, collectively, Borrower and ET Group Netherlands and “Netherlands Subsidiary”
shall mean any of the Netherlands Subsidiaries, individually.


 


“Non-Public
Lender“ shall mean:


 


(i) until interpretation
of "public" as referred to in the CRR by the relevant authority/ies: an entity that provides repayable funds to the Borrower
for a minimum initial amount of EUR 100,000 (or its equivalent in another currency) or an entity otherwise qualifying as not forming
part of the public;


 


(ii) following the
publication of an interpretation of "public" as referred to in the CRR by the relevant authority/ies: such amount or
such criterion as a result of which such entity shall qualify as not forming part of the public.


 


“Note”
shall mean a promissory note substantially in the form of Exhibit C-1.


 


“Notice
of Control” shall have the meaning set forth in Section 8.15(b).


 




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“Obligations”
shall mean (a) with respect to the Borrower, all obligations (monetary or otherwise, whether absolute or contingent, matured or
unmatured) of the Borrower arising under or in connection with any Credit Document, including all original issue discount, fees
and premiums payable under any Credit Document, the principal of and interest (including interest accruing during the pendency
of any proceeding of the type described in Section 10.01(i), whether or not allowed in such proceeding) on the Loans, all
indemnification obligations and all obligations to pay or reimburse any Secured Party for paying any costs or expenses under any
Credit Document, or (b) with respect to each Credit Party other than the Borrower, all obligations (monetary or otherwise, whether
absolute or contingent, matured or unmatured) of such Credit Party arising under or in connection with any Credit Document, all
indemnification obligations and all obligations to pay or reimburse any Secured Party for paying any costs or expenses under any
Credit Document.


 


“Organization
Documents” shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the
bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any
limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with
respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable
agreement of formation or organization and, if applicable, any agreement, instrument, filing or notice with respect thereto filed
in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation
or organization and, if applicable, any certificate or articles of formation or organization of such entity.


 


“Other
Connection Taxes” shall mean, 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). For avoidance of doubt, any Taxes imposed on any Agent or Lender by reason or as a consequence of its holding
or exercise of a Warrant shall not be deemed to constitute Other Connection Taxes.


 


“Other
Taxes” shall mean 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 12.06).


 


“Parallel
Debt” shall have the meaning set forth in Section 8.19.


 


“Parent”
shall have the meaning set forth in the Preamble.


 


“Participant”
shall have the meaning set forth in Section 12.06(b)(i).


 


“Participant
Register” shall have the meaning set forth in Section 12.06(b)(iii).


 




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“Patent
Security Agreements” shall mean any patent security agreements entered into after the Closing Date (as required by
the Agreement or any other Credit Document), in each case, as the same may be amended, restated, supplemented or otherwise modified
from time to time.


 


“Patriot
Act” shall have the meaning set forth in Section 12.19.


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.


 


“Perfection
Certificate” shall mean, individually and collectively, the certificates, substantially in the form of Exhibit
E-1 or otherwise in form and substance satisfactory to the Collateral Agent, delivered by the Borrower and each U.S. Credit
Party to the Collateral Agent.


 


“Permits”
shall mean, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant,
franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case whether
or not having the force of law and applicable to or binding upon such Person or any of its property or operations or to which such
Person or any of its property or operations is subject.


 


“Permitted
Acquisition” shall mean an acquisition by any Credit Party of all of the Capital Stock of any Person or all or substantially
all of the assets of any Person (or a division thereof) that satisfies each of the following conditions:


 


(i).         immediately
before and after giving effect thereto, no Event of Default shall have occurred and be continuing;


 


(ii).        such
acquisition and all transactions related thereto shall be consummated in accordance with all Applicable Laws in all material respects;


 


(iii).       if
such acquisition involves the purchase of Capital Stock, no less than one hundred percent (100%) thereof on a fully-diluted basis
shall be acquired, directly or indirectly, less the amount of any rollover shares for equity owners or management of the Persons
acquired, and the Person acquired shall be located or organized in the United States, the Netherlands or Mexico;


 


(iv).        the
Parent shall have furnished to the Administrative Agent a certificate of the chief financial officer of the Parent, demonstrating
on a pro forma basis that, after giving effect to such acquisition, the Credit Parties are in compliance with all covenants set
forth in Section 9.13 hereof;


 


(v).         the
purchase price for each such acquisition shall not exceed $250,000 and, when aggregated with the purchase price of all other acquisitions
consummated after the Closing Date, shall not exceed $1,000,000 (in each case, which shall include any and all Indebtedness assumed
and any and all contingent liabilities, including any purchase price obligations, seller notes or earn-outs, incurred in connection
with all acquisitions, the amount of which shall be determined in accordance with GAAP, but excluding the amount of any roll-over
equity or equity issued to sellers);


 




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(vi).        such
acquisition is of a business or entity which is engaged in the business activities described on Schedule 9.12 and business
activities incidental or reasonably related thereto;


 


(vii).       all
or substantially all of the assets acquired in connection with any acquisition shall be located within the United States, the Netherlands
or Mexico and shall be held by a Credit Party after giving effect to such acquisition;


 


(viii).       the
Parent shall have notified the Administrative Agent of such proposed Acquisition at least thirty (30) days prior to the consummation
thereof, furnished to the Administrative Agent at least fifteen (15) days prior to the consummation thereof (1) an executed term
sheet and/or letter of intent (setting forth in reasonable detail the terms and conditions of such acquisition) and at the request
of the Administrative Agent, furnish the Administrative Agent with such other information and documents that the Administrative
Agent may reasonably request, including, without limitation, drafts of the respective agreements, documents or instruments pursuant
to which such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment,
option or other material agreements), any schedules to such agreements, documents or instruments and all other material ancillary
agreements, instruments and documents to be executed or delivered in connection therewith (with executed counterparts of such documents
to be furnished promptly when available) and (2) pro forma financial statements of Parent and its Subsidiaries after giving effect
to the consummation of such acquisition;


 


(ix)         Parent
and its Subsidiaries (including any new Subsidiary) shall execute and deliver the agreements, instruments and other documents required
by Sections 8.10 and 8.11; and


 


(x)          Parent
shall have delivered a certification to the Administrative Agent that all conditions contained in the definition of Permitted Acquisition
have been satisfied or will be satisfied as of the consummation of the applicable Permitted Acquisition.


 


“Permitted
Liens” shall have the meaning set forth in Section 9.02.


 


“Person”
shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other
enterprise or any Governmental Authority.


 


“Plan”
shall mean any Multiemployer Plan or any “employee benefit plan,” as defined in Section 3 of ERISA subject to Title
IV of ERISA, Section 412 of the Code or Sections 302 or 303 of ERISA, sponsored, maintained or contributed to by any Credit Party,
Subsidiary of a Credit Party or any ERISA Affiliate (or to which any Credit Party, Subsidiary of a Credit Party or any ERISA Affiliate
has or may have an obligation to contribute or to make payments), and each such plan for the five-year period immediately following
the latest date on which any Credit Party, Subsidiary of a Credit Party or any ERISA Affiliate maintained, contributed to or had
an obligation to contribute to (or is deemed under Sections 4069 or 4212(c) of ERISA to have maintained or contributed to or to
have had an obligation to contribute to, or otherwise to have liability with respect to) such plan.


 




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“Prepayment
Premium”  shall mean a prepayment premium equal to: (a) two percent (2.0%) of the amount prepaid if such
prepayment occurs on or prior to the first anniversary of the Closing Date, (b) one and one-quarter percent (1.25%) of the amount
prepaid if such prepayment occurs after the first anniversary and on or prior to the second anniversary of the Closing Date, and
(c) zero percent (0.0%) of the amount prepaid if such prepayment occurs after the second anniversary of the Closing Date.


 


“Prime
Rate” shall mean the rate of interest identified and published by Bloomberg Professional Service on the PRIME Page
as the Bloomberg Prime Rate, as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent
the lowest or best rate actually charged to any customer; each change in the Prime Rate shall be effective from and including the
date such change is identified and published by the Bloomberg Professional Service on the PRIME Page.


 


“Qualified
Capital Stock” shall mean any Capital Stock that is not Disqualified Capital Stock.


 


Real Property”
shall mean, with respect to any Person, all right, title and interest of such Person (including, without limitation, any leasehold
estate) in and to a parcel of real property owned, leased or operated by such Person together with, in each case, all improvements
and appurtenant fixtures, equipment, personal property, easements and other property and rights incidental to the ownership, lease
or operation thereof.


 


“Recipient”
shall mean (a) the Administrative Agent and (b) any Lender.


 


“Refinancing
Indebtedness” shall mean refinancings, renewals, or extensions of Indebtedness so long as:


 


(a)          such
refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed,
or extended, other than by the amount of premiums and compounded interest paid thereon and the reasonable and customary fees and
expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto,


 


(b)          such
refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity (measured as of the refinancing,
renewal, or extension) of the Indebtedness so refinanced, renewed, or extended,


 


(c)          if
the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms
and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable
to the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness, and


 


(d)          the
Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations
other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended.


 


“Register”
shall have the meaning set forth in Section 12.06(a)(iv).


 




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“Regulation
D” shall mean Regulation D of the Board as from time to time in effect and any successor to all or a portion thereof
establishing reserve requirements.


 


“Regulation
U” shall mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof
establishing margin requirements.


 


“Regulation
X” shall mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof
establishing margin requirements.


 


“Related
Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers,
employees, agents, trustees, advisors of such Person and any Person that possesses, directly or indirectly, the power to direct
or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract
or otherwise.


 


“Release”
shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping,
depositing, disposing, emanating or migrating of Hazardous Materials in the environment.


 


“Reportable
Event” shall mean an event described in Section 4043(c) of ERISA with respect to a Plan that is subject to Title
IV of ERISA other than those events as to which the 30 day notice period is waived under subsection .22, .23, .25, .27 or
..28 of PBGC Regulation Section 4043.


 


“Required
Lenders” shall mean, at any time when there is more than one Lender, at least two Lenders having Loans and unused
Commitments representing at least 51% of the sum of the aggregate Loans and unused Commitments at such time, or at any time when
there is only one Lender, such Lender.


 


“Restricted
Payment” shall mean, with respect to any Person, (a) the declaration or payment of any dividend on, or the making
of any payment or distribution on account of, or setting apart assets for a sinking or other analogous fund for the purchase, redemption,
defeasance, retirement or other acquisition of, any class of Capital Stock of such Person or any warrants or options to purchase
any such Capital Stock, whether now or hereafter outstanding, or the making of any other distribution in respect thereof, either
directly or indirectly, whether in cash or property, (b) any payment of a management fee (or other fee of a similar nature) by
such Person to any holder of its Capital Stock or any Affiliate thereof and (c) the payment or prepayment of principal of, or premium
or interest on, (i) the Subordinated Convertible Note or (ii) any other Indebtedness subordinate to the Obligations.


 


“S&P”
shall mean Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business.


 


“Secured
Parties” shall mean, collectively, (a) the Lenders, (b) the Agents, (c) the beneficiaries of each indemnification
obligation undertaken by any Credit Party under the Credit Documents, (d) any successors, indorsees, transferees and assigns of
each of the foregoing to the extent any such transfer or assign is permitted by the terms of this Agreement and (e) any other holder
of any Secured Obligation (as defined in any applicable Security Document).


 




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“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions


 


“Securities
Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Security
Documents” shall mean, collectively, the U.S. Security Agreement, the Collateral Access Agreements, the Control Agreements,
the Patent Security Agreements, the Trademark Security Agreements, the Copyright Security Agreements, the Vodafone Consent and
Acknowledgment, the Citibank Consent and Acknowledgment, each Mortgage, the Mexico Security Documents, the Netherlands Security
Documents, and each other instrument or document executed and delivered pursuant to Sections 8.10, 8.11, 8.13
or 8.17 or pursuant to any of the Security Documents to guarantee or secure any of the Obligations.


 


“Solvency
Certificate” shall mean a solvency certificate, duly executed and delivered by the chief financial officer of the
Parent to Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.


 


“Solvent”
shall mean, with respect to any Person, at any date, that (a) the sum of such Person’s debt (including Contingent Liabilities)
does not exceed the present fair saleable value of such Person’s present assets (which, for this purpose, shall include,
without limitation, rights of contribution in respect of obligations for which such Person has provided a guarantee), (b) such
Person’s capital is not unreasonably small in relation to its business as contemplated on such date, (c) such Person has
not incurred and does not intend to incur debts including current obligations beyond its ability to generally pay such debts as
they become due (whether at maturity or otherwise), and (d) 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” shall mean, for any day as applied to any 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 aggregate of the maximum reserve percentages
that are in effect on that day (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, as
prescribed by the Board and to which the Administrative Agent is subject, for Eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D). Such reserve percentages shall include those imposed pursuant to such Regulation D. 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.


 




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“Subsidiary”
of any Person shall mean and include (a) any corporation more than 50% of whose Voting Stock having by the terms thereof power
to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes
of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by
such Person directly or indirectly through Subsidiaries and (b) any partnership, limited liability company, association, joint
venture or other entity in which such Person directly or indirectly through one or more Subsidiaries has more than (i) a 50% equity
interest measured by either vote or value at the time or (ii) a 50% general partnership interest at the time. Unless otherwise
expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Parent.


 


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


 


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


 


“Termination
Date” shall mean the date on which the Loans and the other Obligations (other than Unasserted Contingent Obligations)
shall have been paid in full in cash in accordance with the terms of this Agreement.


 


“Term Loan”
and “Term Loans” shall have the meanings set forth in Section 2.01.


 


“Term Loan
Repayment Amount” shall have the meaning set forth in Section 2.05(a).


 


“Term Loan
Repayment Date” shall have the meaning set forth in Section 2.05(a).


 


“Test Period”
shall mean, for any determination under this Agreement, the four consecutive fiscal quarters of the Credit Parties most recently
ended as of such date of determination.


 


“Total
Credit Exposure” shall mean, as of any date of determination (a) with respect to each Lender, (i) prior to the termination
of the Commitments, the sum of such Lender’s Commitment plus the outstanding principal amount of such Lender’s Term
Loans or (ii) upon the termination of the Commitments, the outstanding principal amount of such Lender’s Term Loans and (b)
with respect to all Lenders, (i) prior to the termination of the Commitments, the sum of all of the Lenders’ Commitments
plus the aggregate outstanding principal amount of all Term Loans and (ii) upon the termination of the Commitments, the aggregate
outstanding principal amount of all Term Loans.


 




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“Total
Leverage Ratio” shall mean as of any date, the ratio of (a) Consolidated Total Debt of the Consolidated Companies
outstanding as of such date, to (b) Adjusted EBITDA of the Consolidated Companies for the Test Period ended on, or most recently
prior to, such date.


 


“Trademark
Security Agreements” shall mean the Trademark Security Agreements made in favor of Collateral Agent and Lenders by
each applicable Credit Party and any trademark security agreement entered into after the Closing Date (as required by the Agreement
or any other Credit Document), in each case, as the same may be amended, restated, supplemented or otherwise modified from time
to time.


 


“Transactions”
shall mean the disbursement of the Term Loans pursuant hereto on the Closing Date.


 


“Transferred
Receivables” shall mean accounts receivable payable by Vodafone to the Borrower under the Vodafone Agreement that
have been sold by the Borrower to Citibank pursuant to and in accordance with the Citibank Agreement.


 


“Treasury
Regulations” means the United States Treasury regulations promulgated under the Code.


 


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


 


“U.S. Credit
Parties” shall mean, collectively, Parent, ET North America and any other Guarantor that is a Domestic Subsidiary
and “U.S. Credit Party” shall mean any of the U.S. Credit Parties, individually.


 


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


 


“U.S. Security
Agreement” shall mean a Security Agreement, by and among the U.S. Credit Parties, Borrower and the Collateral Agent
for the benefit of the Secured Parties substantially in the form of Exhibit F-1, as the same may be amended, restated, supplemented
or otherwise modified from time to time.


 


“UCC”
shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.


 


“Unasserted
Contingent Obligations” shall mean, at any time, Obligations for taxes, costs, indemnifications, reimbursements,
damages and other liabilities in respect of which no assertion of liability (whether oral or written) and no claim or demand for
payment or indemnification (whether oral or written) has been made.


 


“Unfunded
Current Liability” shall mean, with respect to any Plan the amount, if any, by which the value of the accumulated
plan benefits under the Plan, determined on a plan termination basis in accordance with actuarial assumptions at such time consistent
with those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all plan assets allocable
to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions).


 




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“VAT"
means: value added tax within the meaning of Council Directive 2006/112/EC of 28 November 2006 on the common system of value added
tax or any legislation in a Member State implementing such Council Directive and any other tax of a similar nature.


 


“Vodafone”
shall mean Vodafone Enabler Espana, S.L., a company organized under the laws of Spain.


 


“Vodafone
Agreement” shall mean the Contract between Vodafone and Borrower for the Supply of Operation and Technical Services
Through a Comprehensive Technological Platform dated as of November 1, 2013 (Contrato Entre Vodafone Enabler Espanda y Elephant
Talk Europe Holding B.V. Para El Suministro de Servicios Tecnicos y Operativtos a Traves de Una Plataforma Intergral Tecnologica),
together with all annexes, exhibits, schedules and supplements thereto, as the same may be amended, extended, renewed, replaced,
restated or otherwise modified from time to time in accordance with the terms of this Agreement.


 


“Vodafone/Citibank
Completion Date” shall have the meaning set forth in Section 8.17(b).


 


“Vodafone
Collection Accounts” shall mean, collectively, the Vodafone Dollar Collection Account and the Vodafone Euro Collection
Account.


 


“Vodafone
Dollar Collection Account” shall mean that certain Dollar-denominated deposit account maintained by the Cash Management
Bank in the name of the Collateral Agent to which amounts are deposited from the Vodafone Euro Collection Account following the
conversion of such amounts from euro to Dollars or by the Borrower from other sources, in each case, for the purpose of making
payments of principal, interest or other amounts due hereunder in accordance with Section 4.06, which account shall be subject
to the sole dominion and control of the Collateral Agent.


 


“Vodafone
Euro Collection Account” shall mean that certain euro-denominated deposit account maintained by the Cash Management
Bank in the name of the Collateral Agent to which all payments under the Vodafone Agreement (other than payments under the Vodafone
Agreement constituting Transferred Receivables) and the Citibank Agreement are remitted as provided in Section 4.06 and
in the Vodafone Consent and Acknowledgment and the Citibank Consent and Acknowledgment, respectively, which account shall be subject
to the sole dominion and control of the Collateral Agent.


 


“Vodafone
Consent and Acknowledgment” shall mean the consent and acknowledgment among Vodafone, the Borrower and the Collateral
Agent pursuant to which (a) Vodafone shall consent to the grant by Borrower to Collateral Agent of a security interest in all of
Borrower’s rights under the Vodafone Agreement as security for the Obligations and agree to comply with instructions submitted
by the Collateral Agent to Vodafone in respect of all payments and other amounts payable by Vodafone under the Vodafone Agreement
(other than payments and amounts payable in respect of Transferred Receivables) until such time as such Consent and Acknowledgement
is terminated in accordance with its terms and (b) the Collateral Agent shall direct Vodafone, and Vodafone shall agree (until
otherwise directed by the Collateral Agent), to remit all payments under the Vodafone Agreement (other than payments and amounts
payable in respect of Transferred Receivables) directly to the Vodafone Euro Collection Account until such time as such Consent
and Acknowledgement is terminated in accordance with its terms.


 




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“Voting
Stock” shall mean, with respect to any Person, shares of such Person’s Capital Stock having the right to vote
for the election of directors (or Persons acting in a comparable capacity) of such Person under ordinary circumstances.


 


“Warrants”
shall mean that certain Warrant, dated as of the date hereof, issued by Parent to Corbin Mezzanine Fund I, L.P.


 


“Withholding
Agent” shall mean any Credit Party and Administrative Agent.


 


“Zain Agremeent”
shall mean the Agreement on the Provision of Hosting Services between Mobile Telecommunications Company (Zain Saudi Arabia) and
Elephant Talk Communication Holding AG dated as of March 7, 2011, together with all annexes, exhibits, schedules and supplements
thereto, as the same may be amended, extended, renewed, replaced, restated or otherwise modified from time to time in accordance
with the terms of this Agreement.


 


SECTION 1.02         Other
Interpretive Provisions. With reference to this Agreement and each other Credit Document, unless otherwise specified herein
or in such other Credit Document:


 


(a)          The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b)          The
words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import
when used in any Credit Document shall refer to such Credit Document as a whole and not to any particular provision thereof.


 


(c)          Article,
Section, Exhibit and Schedule references are to the Credit Document in which such reference appears.


 


(d)          The
term “including” is by way of example and not limitation.


 


(e)          The
term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form.


 


(f)          In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”; the words “to” and “until” each mean “to but excluding”; and the word
“through” means “to and including”.


 


(g)          Section
headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Credit Document.


 


(h)          All
references in any Credit Document to the consent of or approval by any Agent or Lender shall be deemed to mean the consent of or
approval by such Agent or Lender in its sole discretion, except as otherwise expressly provided in the applicable Credit Document.


 




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SECTION 1.03         Accounting
Terms and Principles. 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 in a manner consistent with that used in preparing the Historical
Financial Statements, except as otherwise specifically prescribed herein. No change in the accounting principles used in the preparation
of any financial statement hereafter adopted by Parent or any of its Subsidiaries shall be given effect for purposes of measuring
compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless the
Borrower, the Administrative Agent and the Required Lenders agree in writing to modify such provisions to reflect such changes
in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided
hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after
giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial
nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX shall be made,
without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard
having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any
Credit Party at “fair value”. A breach of a financial covenant contained in Article IX shall be deemed to have
occurred as of any date of determination by the Administrative Agent or as of the last day of any specified measurement period,
regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the
contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into after
the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet
of such Person under GAAP as in effect on the Closing Date shall not be treated as a Capital Lease solely as a result of (x) the
adoption of any changes in, or (y) changes in the application of, GAAP after the Closing Date.


 


SECTION 1.04         Rounding.
Any financial ratios required to be maintained or complied with by the Credit Parties pursuant to this Agreement (or required to
be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


SECTION 1.05         References
to Agreements, Laws, etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements
(including this Agreement and each of the other Credit Documents) and other Contractual Obligations shall be deemed to include
all subsequent amendments, restatements, amendment and restatements, extensions, supplements and other modifications thereto, but
only to the extent that such amendments, restatements, amendment and restatements, extensions, supplements and other modifications
are permitted by any Credit Document; and (b) references to any Applicable Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Applicable Law.


 




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SECTION 1.06         Times
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight saving
or standard, as applicable).


 


SECTION 1.07         Timing
of Payment of Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated
to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the
definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.


 


SECTION 1.08         Corporate
Terminology. Any reference to officers, shareholders, stock, shares, directors, boards of directors, corporate authority, articles
of incorporation, bylaws or any other such references to matters relating to a corporation made herein or in any other Credit Document
with respect to a Person that is not a corporation shall mean and be references to the comparable terms used with respect to such
Person.


 


SECTION 1.09         Currency
Matters. Principal, interest, fees and all other amounts payable under this Agreement and the other Credit Documents to the
Agents and the Lenders shall be payable in Dollars. Unless stated otherwise, all calculations, comparisons, measurements or determinations
under this Agreement shall be made in Dollars. For the purpose of such calculations, comparisons, measurements or determinations,
amounts or proceeds denominated in other currencies shall be converted to the Equivalent Amount in Dollars on the date of calculation,
comparison, measurement or determination. In particular, without limitation, for purposes of valuations or computations under Article
II, Article III, Article IV, Article VII, Article VIII, Article IX and Article X, unless expressly provided otherwise, where a
reference is made to a dollar amount, the amount is to be considered as the amount in Dollars and, therefore, each other currency
shall be converted into the Equivalent Amount thereof in Dollars.


 


ARTICLE
II


 


Amount and Terms
of Term Loans


 


SECTION 2.01         Loans.
Subject to and upon the terms and conditions herein set forth, each Lender having a Commitment severally agrees (and not jointly)
to make a loan or loans (each, a “Term Loan” and collectively, the “Term Loans”)
to the Borrower, which Term Loans (i) shall be in an amount, for each Lender, equal to the Commitment of such Lender, (ii) shall
be made on the Closing Date, and (iii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid
may not be reborrowed.


 


SECTION 2.02         Change
of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.09(a)(ii),
2.09(a)(iii), or 4.03(b) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts
(subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event;
provided, that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory
disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing
in this Section 2.02 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided
in Sections 2.09 or 4.03(b). The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.


 




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SECTION 2.03         Lender
Branches. Each Lender may at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender
to make any Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay
such Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the
Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that
it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise
disadvantageous to it, and in the event of such request for costs for which compensation is provided under this Agreement, the
provisions of Section 2.09 shall apply).


 


SECTION 2.04         Non-Public
Lender. Any Loan shall at all times be provided by a Lender that is a Non-Public Lender.


 


SECTION 2.05         Disbursement
of Funds. (a) If all the conditions set forth in Article V to the effectiveness of this Agreement are met prior to 4:00
p.m. EST on the Closing Date, then, each Lender will make available its pro rata portion of the Term Loans in the manner
provided below no later than 4:00 p.m. EST on the Closing Date.


 


(a)          Each
Lender shall make available all amounts it is to fund to the Borrower in immediately available funds to the Administrative Agent,
and, following receipt thereof in an account designated by the Administrative Agent, the Administrative Agent will remit such amounts,
in immediately available funds and in Dollars, as follows: (i) a portion of such proceeds in the amount of $2,000,000 (the “Segregated
Loan Proceeds”) shall be remitted by the Administrative Agent to the Vodafone Dollar Collection Account to be held
therein in accordance with Section 2.05(d) and (ii) the remainder of such proceeds shall be made available to the Borrower,
by remitting the same to such Persons and such accounts as may be designated by the Borrower to the Administrative Agent in writing.
The failure of any Lender to make available the amounts it is to fund to the Borrower hereunder or to make a payment required to
be made by it under any Credit Document shall not relieve any other Lender of its obligations under any Credit Document, but no
Lender shall be responsible for the failure of any other Lender to make any payment required to be made by such other Lender under
any Credit Document.


 


(b)          Nothing
in this Section 2.05 shall be deemed to relieve any Lender from its obligation to fulfill its commitments and obligations
hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder
(it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments
and obligations hereunder)


 




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(c)          The
Segregated Loan Proceeds shall be held in the Vodafone Dollar Collection Account at all times from and after the Closing Date to
and including the date on which such proceeds are disbursed from the Vodafone Dollar Collection Account as provided below in this
Section 2.05(d). The Credit Parties agree that the Vodafone Dollar Collection Account is and at all times from and after
the Closing Date under the sole dominion and control of the Collateral Agent and the Credit Parties shall have no access to or
right to withdraw or transfer funds from the Vodafone Dollar Collection Account at any time. Upon the Vodafone/Citibank Completion
Date, so long as no Default or Event of Default shall have occurred and be continuing, the Collateral Agent shall remit the Segregated
Loan Proceeds to such deposit account of the Borrower as the Borrower may specify in writing, it being understood that any such
deposit account shall be subject to a Control Agreement in favor of the Collateral Agent in accordance with Section 8.15.


 


SECTION 2.06         Payment
of Loans; Evidence of Debt.


 


(a)          The
Borrower agrees to pay to the Administrative Agent, for the benefit of the Lenders, on each of the dates set forth below (each
a “Term Loan Repayment Date”), the principal of the Term Loan in an amount set forth opposite such date
(each a “Term Loan Repayment Amount”) (which Term Loan Repayment Amount may be reduced as a result of,
and after giving effect to, the application of prepayments under Sections 4.01 and 4.02 in accordance with the order
of priority set forth in Section 4.01 and Section 4.02(c), as applicable).


 


	Term Loan Repayment Date	 	Term Loan Repayment Amount	 
	Each of January 1, 2016, April 1, 2016, July 1, 2016 and October 1, 2016	 	$	150,000	 
	Each of January 1, 2017, April 1, 2017, July 1, 2017 and October 1, 2017	 	$	500,000	 



 


For the avoidance of doubt, the Administrative
Agent and the Lenders agree that all Term Loan Repayment Amounts are payable without Prepayment Premium.


 


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


 


(c)          The
Borrower agrees that from time to time on and after the Closing Date, upon the reasonable request to the Administrative Agent by
any Lender, at the Borrower’s own expense, the Borrower will execute and deliver to such Lender a Note, evidencing the Loans
made by, and payable to such Lender or registered assigns in a maximum principal amount equal to such Lender’s applicable
Commitment. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid
attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall conclusively indicate,
absent manifest error, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest
Period applicable to, the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by
the Administrative Agent in the Register, be conclusive and binding on each Credit Party absent manifest error; provided
that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of any Credit Party.
The Administrative Agent shall maintain the Register pursuant to Section 12.06(a)(iv), and a subaccount for each Lender,
in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder and the
Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from
the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent from the Borrower and
each Lender’s share thereof.


 




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(d)          The
entries made in the Register and accounts and subaccounts maintained pursuant to paragraphs (b) and (c) of this Section 2.06
shall, to the extent permitted by Applicable Law, be conclusive evidence (absent manifest error) of the existence and amounts of
the obligations of the Borrower therein recorded; provided that the failure of any Lender or the Administrative Agent to
maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with
the terms of this Agreement.


 


(e)          In
all events, and under all circumstances, unless sooner paid, the Borrower shall pay in full in cash to the Administrative Agent,
for the benefit of the applicable Lenders, on the Maturity Date, all amounts outstanding under the Term Loans and all other then
outstanding Obligations.


 


SECTION 2.07         [Reserved].


 


SECTION 2.08         [Reserved].


 


SECTION 2.09         Interest.
(a) The unpaid principal amount of the Term Loans shall bear interest from the Closing Date at a rate per annum that shall at all
times be the Applicable Margin plus the Eurodollar Rate in effect from time to time. Interest on the Term Loans shall accrue
from and including the Closing Date to but excluding the date of any repayment in full thereof and shall be payable monthly in
cash in arrears beginning on December 15, 2014 and continuing on the fifteenth day of each calendar month thereafter (each such
date an “Interest Payment Date”). 


 


(b)          In
the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable
opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain its portion of the Loans at the Eurodollar
Rate or to continue such maintaining, or to determine or charge interest rates at the Eurodollar Rate, such Lender shall give notice
of such changed circumstances to Administrative Agent and Borrower and Administrative Agent shall promptly transmit such notice
to each other Lender and in the case of the portion of the Loans at the Eurodollar Rate of such Lender that is outstanding, the
date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such portion of the Loans,
interest upon the portion of the Loans of such Lender thereafter shall accrue at a rate equal to the Base Rate plus 10.0%
per annum (provided that in lieu of the foregoing rate change, Borrower and such Lender may agree upon a different method
of calculating interest) until such time as such Lender notifies the Borrower and the Administrative Agent that the circumstances
giving rise to such notice by such Borrower no longer exist (which notice such Lender agrees to promptly give at such time when
such circumstances no longer exist), at which time interest with respect to the Loans of such Lender shall revert to the rate applicable
hereunder without regard to this Section 2.09(b).


 




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(c)          From
and after the occurrence and during the continuance of any Event of Default, (i) upon notice by the Administrative Agent or the
Collateral Agent to the Borrower, the Borrower shall pay interest on the principal amount of all Loans and all other unpaid Obligations,
to the extent permitted by Applicable Law, at the Default Rate, which Default Rate shall accrue from the date of such Event of
Default (regardless of the date of notice of the imposition of the Default Rate) until waived in writing and shall be payable on
demand and in cash. All such interest shall be payable on demand and in cash.


 


(d)          All
computations of interest hereunder shall be made in accordance with Section 4.05.


 


(e)          The
Administrative Agent, upon determining the interest rate for any Borrowing of Loans, shall promptly notify the Borrower and the
relevant Lenders thereof. Each such determination shall, absent manifest error, be final and conclusive and binding on all parties
hereto.


 


(f)          In
connection with the Term Loans funded on the Closing Date, Borrower agrees that the funded amount of such Term Loans shall be reduced
by an original issue discount of $380,000 (the “OID”), which OID shall be fully earned and retained by
the Administrative Agent, for the benefit of the Lenders, provided, that for the avoidance of doubt, Borrower agrees that,
notwithstanding such deduction from the funded amount of the Term Loans, Borrower remains liable to pay (i) the full principal
amount of such Term Loans (inclusive of such OID), without giving effect to such deduction, which shall be due and payable in full,
if not earlier in accordance with this Agreement, on the Maturity Date and (ii) accrued interest shall be payable on the full outstanding
principal amount of such Term Loans (inclusive of such OID), without giving effect to such deduction.


 


SECTION 2.10         Increased
Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case
of clause (ii) below, any Lender, in each case, shall have reasonably determined (which determination shall, absent manifest error,
be final and conclusive and binding upon all parties hereto):


 


(i)          on
any date for determining the Eurodollar Rate for any Interest Period that (A) deposits in the principal amounts of the Loans comprising
any Loan are not generally available in the relevant market or (B) by reason of any changes arising after the Closing Date affecting
the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis
provided for in the definition of Eurodollar Rate; or


 




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(ii)         at
any time, after the later of the Closing Date and the date such entity became a Lender hereunder, that such Lender shall incur
increased costs or reductions in the amounts received or receivable hereunder with respect to the Loans , including as a result
of any Tax (other than any (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of “Excluded
Taxes” or (z) Connection Income Taxes) because of (A) any change since the date hereof in any Applicable Law (or in
the interpretation or administration thereof and including the introduction of any new Applicable Law), such as, for example, without
limitation, a change in official reserve requirements (but excluding changes in the rate of tax on the overall net income of such
Lender), and/or (B) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such market,


 


then, and in any such event, such Lender
(or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing)
to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit
to each of the other Lenders). Thereafter (A) in the case of clause (i) above, the Loans at the Eurodollar Rate shall no longer
be available and interest thereafter shall accrue at a rate equal to the Base Rate plus 10.0% per annum (provided, that in lieu
of the foregoing rate change, Borrower and Administrative Agent may agree upon a different method of calculating interest with
the result being that Borrower’s cost are not increased) until such time as the Administrative Agent notifies the Borrower,
the Collateral Agent and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist
(which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), at which time interest
with respect to the Loans shall revert to the rate applicable hereunder without regard to this clause (A), and (B) in the case
of clause (ii) above, the Borrower shall pay to such Lender, within ten (10) days after receipt of written demand therefor such
additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender
in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions
in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender submitted
to the Borrower by such Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto).


 


(b)          If,
after the later of the date hereof and the date such entity becomes a Lender hereunder, the adoption of any Applicable Law regarding
capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent
with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law)
of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s
or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level
below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking
into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within ten (10) days
after receipt of written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed,
however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant
to any request or directive to comply with, any such Applicable Law as in effect on the date hereof. Each Lender (on its own behalf),
upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(b), will, as promptly
as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in
reasonable detail the basis of the calculation of such additional amounts. Without limiting Section 2.10(c) below, the failure
to give any such notice with respect to a particular event shall not release or diminish any of the Borrower’s obligations
to pay additional amounts pursuant to this Section 2.10(b) for amounts accrued or incurred after the date of such notice
with respect to such event. Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith and (y) all requests,
rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel
III, in each case, are deemed to have been adopted and to have taken effect after the Closing Date.


 




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(c)          This
Section 2.10 shall not apply to Taxes to the extent duplicative of Section 4.03(b). In addition, this Section 2.10
shall not apply to any demand made after the 180th day following the requesting Lender’s knowledge that it would
be entitled to any such amounts.


 


(d)          (i)
If any Lender shall give notice to Borrower that such Lender is entitled to receive and is requesting payments under this Section
2.10 or requires the Borrower to pay additional amounts pursuant to Section 4.04 (any such Lender, an “Increased
Cost Lender”), then Borrower may, after (solely in the case of an Increased Cost Lender) giving such Increased Cost
Lender an opportunity to mitigate pursuant to Section 2.02, if applicable, at its sole expense and effort, permanently replace
such Increased Cost Lender with one or more substitute Lenders reasonably acceptable to the Administrative Agent (each, a “Replacement
Lender”), and such Increased Cost Lender shall have no right to refuse to be replaced hereunder. Such notice to replace
the Increased Cost Lender shall specify an effective date for such replacement, which date shall not be sooner than five (5) Business
Days and not be later than ten (10) Business Days after the date such notice is given, provided that (i) such Increased
Cost Lender shall have received payment of an amount equal to the outstanding Obligations payable to it from the assignee (to the
extent of outstanding principal and accrued interests and fees) or the Borrower (in the case of all other amounts) and (ii) such
assignment does not conflict with Applicable Law. Notwithstanding anything to the contrary herein, a Lender shall not be required
to make any such assignment pursuant to this Section 2.10(d) if, prior to the effective date for such replacement, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment pursuant to
this Section 2.10(d) cease to apply.


 


(ii)         Prior
to the effective date of such replacement, the Increased Cost Lender and each Replacement Lender shall execute and deliver an Assignment
and Acceptance, subject only to the Increased Cost Lender being repaid all Obligations owed to it through the effective date of
the replacement. If the Increased Cost Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior
to the effective date of such replacement, the Increased Cost Lender shall be deemed to have executed and delivered such Assignment
and Acceptance. The replacement of any Increased Cost Lender shall be made in accordance with the terms of Section 12.06.


 




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SECTION 2.11         Compensation.
If (a) any payment of principal of a Loan is made by the Borrower to or for the account of a Lender other than on the last day
of the Interest Period for such Loan as a result of a payment pursuant to Sections 2.05, 2.09, 4.01 or 4.02,
as a result of acceleration of the maturity of the Loans pursuant to Article X or for any other reason, or (b) any prepayment
of principal of a Loan is not made as a result of a withdrawn notice of prepayment pursuant to Sections 4.01 or 4.02,
the Borrower shall, after receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis
for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required to compensate
such Lender for any additional losses, costs or expenses (including, without limitation, any Eurodollar Rate related breakage costs)
that such Lender may reasonably incur as a result of such payment, failure to convert, failure to continue, failure to prepay,
reduction or failure to reduce, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan.


 


ARTICLE
III


 


Fees and Commitment
Terminations


 


SECTION 3.01         Fees.


 


(a)          The
Borrower shall pay to the Administrative Agent for its own account an annual, non-proratable administration fee in the amount of
$40,000, which fee shall be payable in quarterly installments in advance as follows: (a) on the Closing Date, the Borrower shall
pay to the Administrative Agent an installment in the amount of $10,000 and (b) on the first Business Day of each April, July,
October and January of each year, commencing January 1, 2015, the Borrower shall pay to the Administrative Agent an installment
in the amount of $10,000.


 


(b)          The
Borrower agrees to pay to the Administrative Agent, for the account of each Lender that holds a Term Loan, upon a prepayment of
all or a portion of such Term Loan of such Lender (other than a prepayment made pursuant to Sections 4.02(a)(iii) or 4.02(a)(v)),
the Prepayment Premium on the amount so prepaid whether such payment is made before or after an Event of Default or an acceleration
of all or any part of the Obligations.


 


SECTION 3.02         Mandatory
Termination of Commitments. The Commitment shall terminate on the Closing Date upon full disbursement of the Term Loans.


 


ARTICLE
IV


 


Payments


 


SECTION 4.01         Voluntary
Prepayments. The Borrower shall have the right to prepay the outstanding remaining balance of the Term Loans, subject to the
payment of the applicable Prepayment Premium, in whole or in part on the following terms and conditions: (i) the Borrower
shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make
such prepayment and (B) the amount of such prepayment, no later than 1:00 p.m. EST five (5) days prior thereto, and shall promptly
be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) prepayment of Loans pursuant
to this Section 4.01 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance
by the Borrower with the applicable provisions of Section 2.10; (iii) on the date of prepayment of any voluntary Term Loan
pursuant to this Section 4.01, the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, whether
before or after an Event of Default, a Prepayment Premium in accordance with Section 3.01(b); and (iv) each such prepayment
shall be in an amount at least equal to $1,000,000, or, if less, the entire principal amount then outstanding.




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SECTION 4.02         Mandatory
Prepayments.


 


(a)          Types
of Mandatory Prepayments.


 


(i)          Within
one (1) Business Day of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from the incurrence of any Indebtedness
by any Credit Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), the Borrower shall
prepay the Loans in an amount equal to one hundred percent (100%) of such Net Debt Proceeds, to be applied as set forth in Section
4.02(c), together with the applicable Prepayment Premium. Nothing in this Section 4.02(a)(i) shall be construed to permit
or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement.


 


(ii)         Within
one (1) Business Day of the receipt by any Credit Party or any of its Subsidiaries of any Net Disposition Proceeds from any Disposition
(other than (x) any Disposition of Transferred Receivables by the Borrower to Citibank pursuant to the Citibank Agreement, it being
understood that all proceeds of any such Disposition shall be applied to pay the Obligations as provided in Section 4.06,
and (y) any Disposition permitted under Section 9.04(d) or Section 9.04(h)) the Borrower shall prepay the Loans in
an amount equal to one hundred percent (100%) of the Net Disposition Proceeds from such Disposition, to be applied as set forth
in Section 4.02(c), together with the applicable Prepayment Premium; provided that the Borrower may, at its option
by notice in writing to the Administrative Agent on or prior to the Disposition giving rise to such Net Disposition Proceeds, within
ninety (90) days after such event, reinvest such Net Disposition Proceeds in assets to be used in the business of the Borrower
so long as no Default or Event of Default shall have occurred and be continuing, in each case as certified by the Borrower in writing
to the Administrative Agent. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event
of Default arising from any Disposition not permitted under the terms of this Agreement.


 


(iii)        Within
three (3) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Casualty Proceeds from any Casualty
Event, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds,
to be applied as set forth in Section 4.02(c); provided that the Borrower may, at its option by notice in writing
to the Administrative Agent no later than thirty (30) days following the occurrence of the Casualty Event resulting in such Net
Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets
or property so long as such Net Casualty Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed
or condemned assets or property within ninety (90) days following the receipt of such Net Casualty Proceeds, with the amount of
Net Casualty Proceeds unused after such period to be applied as set forth in Section 4.02(c). Nothing in this Section
4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any
Casualty Event.


 




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(iv)        Within
one (1) Business Day of the receipt by any Credit Party or any of its Subsidiaries of any Net Equity Proceeds from the issuance
of any Capital Stock (other than Excluded Issuances), the Borrower shall prepay the Loans in an amount equal to one hundred percent
(100%) of such Net Equity Proceeds, to be applied as set forth in Section 4.02(c), together with any applicable Prepayment
Premium. Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising,
directly or indirectly, from any such issuance of Capital Stock.


 


(v)         Within
three (3) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts,
the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts, to be applied
as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(v) shall be construed to permit or waive any Default or
Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any Extraordinary Receipts.


 


(vi)        Immediately
upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, the Borrower shall repay all the Loans,
unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be repaid), together with
any applicable Prepayment Premium.


 


(b)          Option
to Decline Prepayment. Notwithstanding anything to the contrary herein, any mandatory prepayment pursuant to Section 4.02(a)
may be declined in whole or in part by any Lender without prejudice to such Lender’s rights hereunder to accept or decline
any future payments in respect of any mandatory prepayment. If a Lender chooses not to accept payment in respect of a mandatory
prepayment, in whole or in part, the other Lenders that accept such mandatory prepayment shall have the option to share such proceeds
on a pro rata basis (and if declined by all Lenders, such declined proceeds shall be retained by the Borrower).


 


(c)          Application
of Payments. With respect to each prepayment of the Term Loans required by Section 4.02(a) (other than Section 4.02(a)(vi)),
the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, to the outstanding
principal installments of the Term Loan on a pro rata basis (based on the principal amount of each such installment) until the
Term Loans are paid in full; provided that the Borrower shall pay any amounts, if any, required to be paid pursuant to Section
2.10 with respect to prepayments of Term Loans made on any date other than the last day of the applicable Interest Period.
Each such prepayment shall be accompanied by all accrued interest on the Term Loans so prepaid, through the date of such prepayment
and, in the case of prepayments made pursuant to Section 4.01, 4.02(a)(i), 4.02(a)(ii), 4.02(a)(iv),
and 4.02(a)(vi), the applicable Prepayment Premium whether such payment is before or after an Event of Default or acceleration
of all or any part of the Obligations.


 








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(d)          Application
of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds
of Collateral received by the Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral,
and all payments received upon and after the acceleration of any of the Obligations (an “Application Event”)
shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders):


 


(i)          first,
to pay any costs and expenses of the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective
capacity as Agent) under the Credit Documents, including any indemnities then due to any Agents (in their respective capacity as
Agent) under the Credit Documents, until paid in full,


 


(ii)         second,
to pay any fees and premiums then due to the Agents (in their respective capacity as Agent) under the Credit Documents until paid
in full,


 


(iii)        third,
ratably to pay any costs, expense reimbursements, fees or premiums (including the Prepayment Premium where applicable) of Lenders
and indemnities then due to any of the Lenders under the Credit Documents until paid in full,


 


(iv)        fourth,
ratably to pay interest due in respect of the outstanding Term Loans until paid in full,


 


(v)         fifth,
ratably to pay the outstanding principal balance of the Term Loans in the inverse order of maturity until the Term Loans are paid
in full,


 


(vi)        sixth,
to pay any other Obligations, and


 


(vii)       seventh,
to Borrower or such other Person entitled thereto under Applicable Law.


 


SECTION 4.03         Payment
of Obligations; Method and Place of Payment. (a) The obligations of each Credit Party hereunder and under each other Credit
Document are not subject to counterclaim, set-off, rights of rescission, or any other defense. Subject to Section 4.03(b),
and except as otherwise specifically provided herein, all payments under any Credit Document shall be made by the Borrower, without
set-off, rights of rescission, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the
Secured Parties entitled thereto, not later than 12:00 p.m. EST on the date when due and shall be made in immediately available
funds in Dollars to the Administrative Agent. The Administrative Agent will thereafter cause to be distributed on the same day
(if payment was actually received by the Administrative Agent prior to 12:00 p.m. EST, on such day) like funds relating to the
payment of principal or interest or Fees ratably to the Secured Parties entitled thereto.


 


(a)          For
purposes of computing interest or fees, any payments under this Agreement that are made later than 12:00 p.m. EST, shall be deemed
to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a
day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest shall continue to accrue during such extension at the applicable rate in effect immediately prior
to such extension.


 




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(b)          The
Borrower shall make each payment under any Credit Document by wire transfer to such deposit account as the Administrative Agent
shall notify the Borrower in writing from time to time within a reasonable time prior to such payment.


 


SECTION 4.04         Taxes.
(a) Any and all payments by or on account of any obligation of any Credit Party under any Credit Document shall be made without
deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good
faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by
a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely
pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such
Tax is an Indemnified Tax, then the sum payable by the applicable Credit 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 4.04) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction
or withholding been made.


 


(b)          The
Credit Parties shall timely pay, and shall authorize the Administrative Agent to pay in their name, 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. Within 30 days after the date of any payment of Taxes or Other Taxes by any Credit Party, the Credit Parties shall
furnish to Agent, at its address referred to in Section 12.02, the original or a certified copy of a receipt evidencing
payment thereof or other evidence of payment reasonably satisfactory to the Administrative Agent.


 


(c)          The
Credit Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount
of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.04)
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 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.


 


(d)          Each
Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes
attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent
for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable
to such Lender’s failure to comply with the provisions of Section 12.06(c) 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 Section 4.04(d).


 




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(e)          As
soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 4.04,
such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(f)          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 Borrower and the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by 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 Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably
requested by Borrower or the Administrative Agent as will enable 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 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.


 


(g)          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 4.04 (including by the payment of additional amounts pursuant to this
Section 4.04), 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 4.04 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this Section 4.04(g) (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this Section 4.04(g), in no event will the indemnified party be required
to pay any amount to an indemnifying party pursuant to this Section 4.04(g) 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 paragraph shall not be construed to require any indemnified party to
make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person


 




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(h)          (i)
All amounts set out or expressed to be payable under a Credit Document by any party to any Lender or Agent which (in whole or in
part) constitute the consideration for a supply or supplies for VAT purposes are deemed to be exclusive of any VAT which is chargeable
on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by
any Lender or Agent to any party under a Credit Document and such Lender or Agent is required to account to the relevant tax authority
for the VAT, that party shall pay to the Lender or Agent, as the case may be, (in addition to and at the same time as paying any
other consideration for such supply) an amount equal to the amount of such VAT.


 


(ii) If
VAT is or becomes chargeable on any supply made by any Lender or Agent (the “Supplier”) to any other
Lender or Agent (the “Receiver”) under a Credit Document, and any party other than the Receiver (the
“Relevant Party”) is required by the terms of a Credit Document to pay an amount equal to the consideration
for such supply to the Supplier (rather than being required to reimburse the Receiver in respect of that consideration),


 


(A) (where
the Supplier is the person required to account to the relevant tax authority for the VAT), the Relevant Party must also pay to
the Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT; the Receiver must (where
this subsection (ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiver receives
from the relevant tax authority which the Receiver reasonably determines relates to the VAT chargeable on that supply; and


 


(B) (where
the Receiver is the person required to account to the relevant tax authority for the VAT), the Relevant Party must promptly, following
demand from the Receiver, pay to the Receiver an amount equal to the VAT chargeable on that supply but only to the extent that
the Receiver reasonably determines that is is not entitled to credit or repayment from the relevant Tax authority in respect of
that VAT.


 


(iii) Where a Credit
Document require any party to reimburse or indemnify a Lender or Agent for any cost or expense, the party shall reimburse or indemnify
(as the case may be) the Lender or Agent for the full amount of such cost or expense, including such part thereof as represents
VAT, save to the extent that the Lender or Agent determines that it is entitled to credit or repayment in respect of such VAT from
the relevant Tax authority.


 


(iv) Any reference
in this ‎Section 4.04(h) to any party shall, at any time when such party is treated as a member of a group for VAT purposes,
include (where appropriate and unless the context otherwise requires) a reference to a person under the grouping rules as defined
in the EC Council Directive 2006/112 or any notional legislation implementing that Directive.


 


(v) In relation
to any supply made by a Lender or Agent to any party under a Credit Document, if reasonably requested by such Lender or Agent,
that party must promptly provide such Lender or Agent with details of that party’s VAT registration and such other information
as is reasonably requested in connection with such Lender’s or Agent's, as the case may be, VAT reporting requirements in
relation to such supply.


 




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(i)          Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 4.04 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and the Administrative
Agent in writing of its legal inability to do so.


 


(j)          Each
party’s obligations under this Section 4.04 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all obligations
under any Credit Document.


 


SECTION 4.05         Computations
of Interest and Fees. All interest and fees shall be computed on the basis of the actual number of days occurring during the
period for which such interest or fee is payable over a year comprised of 360 days. Payments due on a day that is not a Business
Day shall (except as otherwise required by) be made on the next succeeding Business Day and such extension of time shall be included
in computing interest and fees in connection with that payment.


 


SECTION 4.06         Vodafone
Collection Accounts. (a) On or prior to the date hereof, the Collateral Agent has established the Vodafone Collection Accounts
with the Cash Management Bank. The Credit Parties agree that, from and after the Closing Date, all monies, checks, notes, drafts
or other payments under or relating to the Vodafone Agreement or the Citibank Agreement received by the Credit Parties or any of
their Subsidiaries (including without limitation, any of the foregoing which may be received by the Credit Parties or any of their
Subsidiaries from and after the Vodafone/Citibank Completion Date, notwithstanding the terms of the Vodafone Consent and Acknowledgment
or the Citibank Consent and Acknowledgment) shall be held in trust for, and as the sole and exclusive property of the Collateral
Agent, and the Credit Parties shall, and shall cause such Subsidiary to, immediately remit the same (or cause the same to be remitted)
in hand to the Vodafone Euro Collection Account. The Credit Parties further agree that, from and after the Vodafone/Citibank Completion
Date (i) Citibank shall remit all payments under the Citibank Agreement directly to the Vodafone Euro Collection Account (or to
such other account as the Collateral Agent may direct) until such time as the Citibank Consent and Acknowledgment has been terminated
in accordance with its terms and (ii) Vodafone shall remit all payments under the Vodafone Agreement (other than payments and amounts
payable in respect of Transferred Receivables) directly to the Vodafone Euro Collection Account (or to such other account as the
Collateral Agent may direct), until such time as the Vodafone Consent and Acknowledgment has been terminated in accordance with
its terms. The Borrower agrees that, without the Collateral Agent’s prior written consent, it shall not rescind, terminate
or in any way alter, or give any other direction or instruction which in any way conflicts with, the irrevocable directions given
by the Borrower to Vodafone and Citibank under the Vodafone Consent and Acknowledgement and the Citibank Consent and Acknowledgement,
respectively. The Borrower acknowledges and agrees that the Vodafone Collection Accounts are and at all times from and after the
Closing Date shall be under the sole dominion and control of the Collateral Agent and the Borrower shall have no access to or right
to withdraw or transfer funds from the Vodafone Collection Accounts at any time.


 




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(b)          On
or about each Business Day on which any payment of principal, interest, fees or other amount is due hereunder (an “Applicable
Payment Date”), the Collateral Agent may, in its sole discretion (i) first, apply amounts on deposit in the Vodafone
Dollar Collection Account to the amount then due in Dollars (the “Applicable Payment Amount”) and (ii)
second, if such amounts in the Vodafone Dollar Collection Account are less than the Applicable Payment Amount, notify the Cash
Management Bank (with a copy to the Borrower) of the Applicable Payment Amount and instruct the Cash Management Bank to convert
to Dollars a portion of the funds on deposit in the Vodafone Euro Collection Account equal to the Conversion Amount and remit such
amount in Dollars to the Vodafone Dollar Collection Account (or to such other account as the Collateral Agent may direct) for application
to the Applicable Payment Amount. So long as the Collateral Agent has received the Applicable Payment Amount payable on an Applicable
Payment Date and no Default or Event of Default shall have occurred and be continuing, promptly following the Borrower’s
written request, the Collateral Agent shall instruct the Cash Management to remit directly to such account as the Borrower may
specify such portion of the collected funds remaining on deposit in the Vodafone Euro Collection Account as the Borrower may specify.
In the event that on any Applicable Payment Date, the Conversion Amount in Dollars of the amount on deposit in the Vodafone Euro
Collection Account is less than the Applicable Payment Amount, the Collateral Agent may, in its sole discretion, instruct the Cash
Management Bank to convert the entire amount on deposit in the Vodafone Euro Collection Account to Dollars and remit it to the
Vodafone Dollar Collection Account (or to such other account as the Collateral Agent may direct) for application to the Applicable
Payment Amount and the Borrower shall be liable for, and shall immediately remit to the Administrative Agent, the balance of the
Applicable Payment Amount. The Borrower acknowledges and agrees that the Collateral Agent shall have no obligation to withdraw
funds from any Vodafone Collection Account on any Applicable Payment Date or at any other time and the failure of the Collateral
Agent to make any such withdrawal shall in no way limit, impair or otherwise affect the Borrower’s absolute and unconditional
obligation to make all payments of principal, interest, fees and other amounts payable hereunder as and when due in accordance
with the terms hereof.


 


(c)          Upon
the occurrence and during the continuance of any Event of Default, in addition to and not in lieu of all of the other rights and
remedies hereunder, under the other Credit Documents and applicable law, the Collateral Agent shall have the right at any time
and from time to time on one or more occasions (i) to instruct the Cash Management Bank to convert all amounts in the Vodafone
Euro Collection Account to Dollars and remit all such amounts to Vodafone Dollar Collection Account (or such other account as the
Collateral Agent may direct) and (ii) withdraw or instruct the Cash Management Bank to withdraw all amounts on deposit in the Vodafone
Dollar Collection Account for application to the Obligations in accordance with Section 4.02(d).


 


ARTICLE
V


 


Conditions Precedent
to Term Loans on the Closing Date


 


The obligation of each
Lender to make the Term Loans on the Closing Date as provided for hereunder is subject to the fulfillment, to the satisfaction
of the Agents and each Lender, of each of the following conditions precedent on or before the Closing Date, unless any such condition
is waived in accordance with Section 12.01:


 




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SECTION 5.01         Credit
Documents. The Administrative Agent shall have received the following documents, duly executed by an Authorized Officer of
each Credit Party and each other relevant party:


 


(a)          this
Agreement;


 


(b)          Note;


 


(c)          the
Security Documents (other than the Mexican Security Documents, the Vodafone Consent and Acknowledgment and the Citibank Consent
and Acknowledgment);


 


(d)          the
Warrants; and


 


(e)          each
other Credit Document (other than the Mexican Guarantee).


 


SECTION 5.02         Collateral.
(a) All Capital Stock of each Credit Party (other than Parent) shall have been pledged pursuant to the Security Documents and the
Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Security Documents,
accompanied by instruments of transfer and undated stock powers endorsed in blank.


 


(b)          All
Indebtedness owed to any of the Credit Parties (other than any Indebtedness of another Credit Party) which, in the aggregate, exceeds
$50,000 that is evidenced by one or more promissory notes shall have been pledged pursuant to the Security Documents, and the Collateral
Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank.


 


(c)          The
Collateral Agent shall have received the results of a search of the UCC filings (or equivalent filings), in addition to tax Lien,
judgment Lien, bankruptcy and litigation searches made with respect to each Credit Party, together with copies of the financing
statements and other filings (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to the
Collateral Agent that the Liens indicated in any such financing statement and other filings (or similar document) are Permitted
Liens or have been released or will be released substantially simultaneously with the making of the Term Loans hereunder.


 


(d)          The
Collateral Agent shall have received evidence, in form and substance satisfactory to the Collateral Agent, that appropriate UCC
(or equivalent) financing statements (including fixture filings) have been duly filed in such office or offices as may be necessary
or, in the opinion of Collateral Agent, desirable, to perfect the Collateral Agent’s Liens in and to the Collateral and certified
searches reflecting the filing of all such financing statements.


 


(e)          The
Collateral Agent shall have received, in form and substance satisfactory to the Collateral Agent, such landlord waivers, bailee
letters or other acknowledgement agreements of any lessor, warehouseman, processor, consignee, or other Person in possession of,
having a Lien upon, or having rights or interests in any Credit Party’s or its Subsidiaries’ books and records or assets
as may be reasonably requested by the Collateral Agent. All such landlord waivers, bailee letters and acknowledgment agreements
shall have been received by Collateral Agent on or prior to the Closing Date.


 




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SECTION 5.03         Legal
Opinions. The Administrative Agent shall have received executed legal opinions of (a) Lowenstein Sandler LLP., U.S. counsel
to the Credit Parties and (b) Bird & Bird, Netherlands counsel to the Credit Parties, which opinions shall be addressed to
the Administrative Agent and the Lenders and shall be in form and substance reasonably satisfactory to the Administrative Agent.


 


SECTION 5.04         Secretary’s
Certificates. The Administrative Agent shall have received a certificate for each Credit Party, dated the Closing Date, duly
executed and delivered by such Credit Party’s secretary or assistant secretary, managing director (directeur) managing member
or general partner, as applicable, as to:


 


(a)          resolutions
of each such Person’s board of managers/directors (or other managing body, in the case of a Person that is not a corporation)
then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of the Credit Documents
applicable to such Person and the execution, delivery and performance of each Credit Document, in each case, to be executed by
such Person;


 


(b)          the
incumbency and signatures of its Authorized Officers and any other of its officers, managing member or general partner, as applicable,
authorized to act with respect to each Credit Document to be executed by such Person and a list of all officers and directors of
the Credit Parties; and


 


(c)          each
such Person’s Organization Documents, as amended, modified or supplemented as of Closing Date, certified by the appropriate
officer or official body of the jurisdiction of organization of such Person,


 


which certificates shall provide that each
Secured Party may conclusively rely thereon until it shall have received a further certificate of the secretary, assistant secretary,
managing director (directeur) managing member or general partner, as applicable, of any such Person canceling or amending the prior
certificate of such Person as provided in Section 8.01(k).


 


SECTION 5.05         Other
Documents and Certificates. The Administrative Agent shall have received originals of the following documents and certificates,
each of which shall be dated the Closing Date and duly executed by an Authorized Officer of each applicable Credit Party, in form
and substance reasonably satisfactory to the Administrative Agent:


 


(a)          a
certificate of an Authorized Officer of the Borrower, certifying as to such items as reasonably requested by the Collateral Agent,
including without limitation:


 


(i)          the
receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect
to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached
thereto and certified as being true, complete and correct copies thereof;


 


(ii)         both
before and after giving effect to Transactions, including the borrowing of the Term Loans on the Closing Date, (A) no Default or
Event of Default shall have occurred, (B) no default or event of default under any Material Contract by Parent or its Subsidiaries
shall have occurred and (C) each Material Contract remains in full force and effect and no Credit Party or Subsidiary has received
any notice of termination or non-renewal from the other party thereto; and


 




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(iii)        the
representations and warranties set forth in Article VII are true and correct in all material respects (except that such
materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality
in the text thereof);


 


(b)          a
Perfection Certificate of each of Parent, Borrower and ET North America;


 


(c)          (i)
certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within
a recent date prior to the Closing Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction
of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction,
and (ii) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party,
each dated within a recent date prior to the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions
where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party
is in good standing in such jurisdictions; and


 


(d)          a
certificate detailing the planned distribution of proceeds from the Term Loans and a funds flow memorandum detailing the sources
and uses of the Transactions.


 


SECTION 5.06         Solvency.
The Administrative Agent shall be reasonably satisfied, based on financial statements (actual and pro forma), projections and other
evidence provided by Credit Parties, or requested by the Administrative Agent, that Parent and its Subsidiaries (on a consolidated
basis), after incurring the Term Loans, will be Solvent and the Administrative Agent shall have received and shall be reasonably
satisfied with a Solvency Certificate of an Authorized Officer of the Parent, on behalf of the Credit Parties, confirming the Solvency
of the Credit Parties and their Subsidiaries (on a consolidated basis) after giving effect to the Transactions.


 


SECTION 5.07         Financial
Information. The Administrative Agent shall have received a certificate in form and substance satisfactory to it, dated the
Closing Date and properly executed by an Authorized Officer of the Parent and the Borrower, attaching the following documents and
reports (each in form and substance reasonably satisfactory to the Collateral Agent):


 


(a)          the
Historical Financial Statements; and


 


(b)          the
financial projections of the Consolidated Companies for each fiscal year of the Consolidated Companies during the five (5) year
period from January 1, 2014 through December 31, 2018 along with a pro forma balance sheet of the Consolidated Companies giving
effect to the Transactions (including actual results for the twelve months prior to the Closing Date);


 




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The documents and reports delivered pursuant
to clause (a) above shall be certified by such Authorized Officer to be true, complete and correct in all material respects as
of the Closing Date and the documents and reports delivered pursuant to clause (b) above shall be certified in a manner consistent
with the representations and warranties set forth in Section 7.08.


 


SECTION 5.08         Insurance.
The Collateral Agent shall have received a certificate of insurance, together with the endorsements thereto naming the Collateral
Agent as an additional insured on behalf of the Lenders and loss payee as to casualty insurance, in each case, as to the insurance
required by Section 8.03, in form and substance reasonably satisfactory to Administrative Agent.


 


SECTION 5.09         Payment
of Outstanding Indebtedness. (a) On the Closing Date, the Credit Parties and each of their respective Subsidiaries shall have
no outstanding Indebtedness other than the Loans hereunder and the Indebtedness (if any) listed on Part A of Schedule 7.24
or otherwise permitted by Section 9.01, and the Administrative Agent shall have received copies of all documentation and
instruments evidencing the discharge of all Indebtedness paid off in connection with the Transactions and the transactions contemplated
by this Agreement, and (b) all Liens (other than Permitted Liens) securing payment of any such Indebtedness shall have been released
and the Administrative Agent shall have received pay-off letters, all form UCC-3 termination statements, all releases or terminations
of intellectual property security agreements and other instruments as may be reasonably requested by Administrative Agent in connection
therewith.


 


SECTION 5.10         Material
Adverse Effect. The Administrative Agent shall have determined that, both immediately before and immediately after giving effect
to the Transactions, except as disclosed in the Parent’s Form 10-Q filed with the SEC for each of the fiscal quarters ending
March 31, 2014 and June 30, 2014 and any Form 8-K filed by the Parent with the SEC since December 31, 2013, no Material Adverse
Effect has occurred since December 31, 2013.


 


SECTION 5.11         Fees
and Expenses. Each of Atalaya, the Agents and each Lender shall have received, for its own respective account, (a) all fees
and expenses due and payable to such Person hereunder, and (b) the reasonable and documented fees, costs and expenses due and payable
to such Person pursuant Sections 3.01 and 12.05 (including the reasonable fees, disbursements and other charges of
counsel) for which invoices have been presented prior to the Closing Date. On or prior to the Closing Date, the Borrower shall
have paid the broker fee payable to London Manhattan Group in the amount of $160,000 in respect of the consummation of the Transactions.


 


SECTION 5.12         Patriot
Act Compliance and Reference Checks. The Administrative Agent shall have received completed reference checks with respect to
each Credit Party’s senior management, and any required Patriot Act compliance, the results of which are satisfactory to
Administrative Agent in its sole discretion.


 


SECTION 5.13         Due
Diligence. The Administrative Agent shall have completed and be reasonably satisfied its business, legal, and collateral due
diligence on the Parent and its Subsidiaries, including (i) corporate, capital and legal structure of the Parent and its Subsidiaries;
(ii) securities, labor, insurance, tax, litigation and environmental matters; (iii) review of all third party reports; and
(iv) an independent quality of earnings report, third party accounting review, and the results of the Borrower’s pipeline
and backlog.


 




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SECTION 5.14         Material
Contracts. The Administrative Agent shall have received copies of each Material Contract (if written), and the results of the
Administrative Agent’s review thereof shall be reasonably satisfactory to Administrative Agent.


 


SECTION 5.15         Convertible
Note. On or prior to the Closing Date, (a) the Parent shall have made a payment of principal on Convertible Note in the amount
of €2,000,000 and the Convertible Noteholder shall have converted the remaining principal balance of the Convertible Note
to equity interests in the Parent (other than Disqualified Capital Stock) on such terms as are reasonably acceptable to the Administrative
Agent and (b) the Administrative Agent shall have received a copy of a payoff letter duly executed by the Convertible Noteholder
and such other evidence of the consummation of such payment and conversion as the Administrative Agent may reasonably request,
all of which shall be in form and substance reasonably satisfactory to the Administrative Agent.


 


SECTION 5.16         No
Default, Representations and Warranties and No Injunctions.


 


(a)          No
Default or Event of Default shall have occurred and be continuing,


 


(b)          all
representations and warranties made by each Credit Party contained herein or in the other Credit Documents shall be true and correct,
in each case, with the same effect as though such representations and warranties had been made on and as of the Closing Date (except
where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all respects as of such earlier date), and


 


(c)          no
injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the Transactions
shall have been issued and remain in force by any Governmental Authority against any Credit Party, any Agent or any Lender.


 


SECTION 5.17         No
Adverse Actions. There shall be no order or injunction or pending litigation in which there is a reasonable possibility of
a decision that could reasonably be expected to have a Material Adverse Effect on the Borrower or Parent and its Subsidiaries,
taken as a whole, and no pending litigation seeking to prohibit, enjoin or prevent any of the Transactions


 




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ARTICLE
VI


 


Guarantee


 


SECTION 6.01         Guarantee.
(a) To induce the Lenders to make the Loans and each other Secured Party to make credit available to or for the benefit of one
or more Credit Parties, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees,
as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by
reason of acceleration, mandatory prepayment or otherwise in accordance with any Credit Document, of all the Obligations of the
Borrower and of the other Guarantors whether existing on the date hereof or hereinafter incurred or created (the “Guarantor
Obligations”). The Guarantor Obligations shall include, without limitation, interest accruing at the then applicable
rate provided herein after the maturity thereof and interest accruing at the then applicable rate provided herein after the filing
of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, whether direct or indirect, absolute
or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with
this Agreement or any other Credit Document, in each case whether on account of principal, interest, reimbursement obligations,
fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to the Agents or to the other
Secured Parties that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements) and all
obligations and liabilities of such Guarantor that arise or may arise under or in connection with this Agreement or any other Credit
Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations,
fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to the Secured Parties that are
required to be paid by such Guarantor pursuant to the terms of any such Credit Document). Each Guarantor’s guarantee hereunder
constitutes a guarantee of payment and not of collection.


 


(b)          Any
term or provision of this Agreement or any other Credit Document to the contrary notwithstanding, the maximum aggregate amount
for which any Guarantor shall be liable under this Guarantee shall not exceed the maximum amount for which such Guarantor can be
liable without rendering the obligations of such Guarantor under this Agreement or any other Credit Document, as it relates to
such Guarantor, subject to avoidance under Applicable Laws relating to fraudulent conveyance or fraudulent transfer (including
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code
or any applicable provisions of comparable Applicable Laws) (collectively, the “Fraudulent Transfer Laws”).
Any analysis of the provisions of this Article VI for purposes of the Fraudulent Transfer Laws shall take into account the right
of contribution established in Section 6.02 and, for purposes of such analysis, give effect to any discharge of intercompany debt
as a result of any payment made under this Article VI.


 


(c)          Each
Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing this Guarantee or affecting the rights and remedies of any Secured Party hereunder.


 


(d)          This
Guarantee shall remain in full force and effect until the Termination Date occurs, notwithstanding that from time to time during
the term of this Agreement no Guarantor Obligations may be outstanding.


 


(e)          No
payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by any Secured
Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or
any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall
be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, and each Guarantor shall, notwithstanding
any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected
from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor
hereunder until the Termination Date occurs.


 




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SECTION 6.02         Right
of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate
share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other
Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor's right of contribution shall be
subject to the terms and conditions of Section 6.03. The provisions of this Section 6.02 shall in no respect limit the obligations
and liabilities of any Guarantor to the Secured Parties, and each Guarantor shall remain liable to the Secured Parties for the
full amount guaranteed by such Guarantor hereunder.


 


SECTION 6.03         No
Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor
by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of any Secured Party against the Borrower
or any other Guarantor or any collateral security or guarantee or right of offset held by any Secured Party for the payment of
the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any
other Guarantor in respect of payments made by such Guarantor under this Guarantee, until the Termination Date occurs. If any amount
shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall
be held by such Guarantor for the benefit of Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith
upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed
by such Guarantor to the Collateral Agent, if required), to be applied against the Obligations, whether matured or unmatured, as
the Collateral Agent may determine in accordance with Section 4.02(d) of this Agreement.


 


SECTION 6.04         Modification
of the Guarantor Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation
of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the
Guarantor Obligations made by any Secured Party may be rescinded by such Secured Party and any of the Guarantor Obligations continued,
and the Guarantor Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and this Agreement and the other
Credit Documents, and any other documents executed and delivered in connection therewith may be amended, amended and restated,
supplemented or otherwise modified or terminated, in whole or in part, as the Agents (or the Required Lenders or all Lenders, as
the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held
by any Secured Party for the payment of the Guarantor Obligations may be sold, exchanged, waived, surrendered or released. No Secured
Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guarantor
Obligations or for this Agreement or any other Credit Document or any property subject thereto.


 




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SECTION 6.05         Guarantee
Absolute and Unconditional. Each Guarantor waives to the fullest extent permitted by Applicable Law any and all notice of the
creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Secured Party upon
this Agreement or acceptance of the guarantee contained in this Article VI. The Obligations, and any of them, shall conclusively
be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Article
VI and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in reliance upon this Article VI. Each Guarantor, to the
fullest extent permitted by Applicable Law, waives diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor waives, to the fullest
extent permitted by law, any right such Guarantor may now have or hereafter acquire to revoke, rescind, terminate or limit (except
as expressly provided herein) the guarantee set forth in this Article VI or any of its obligations hereunder. Each Guarantor understands
and agrees, to the fullest extent permitted by Applicable Law, that the guarantee set forth in this Article VI shall be construed
as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement
or any other Credit Document, any of the Guarantor Obligations or any other collateral security therefor or guarantee or right
of offset with respect thereto at any time or from time to time held by any Secured Party, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other
Person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower
or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower with
respect to any Obligations, or of such Guarantor under this guarantee, in bankruptcy or in any other instance. When making any
demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party may, but shall
be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower,
any other Guarantor or any other Person or against any collateral security or guarantee for the Guarantor Obligations or any right
of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies
or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security
or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or
any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured
Party against any Guarantor. For the purposes hereof, "demand" shall include the commencement and continuance of any
legal proceedings.


 


SECTION 6.06         Reinstatement.
The guarantee set forth in this Article VI shall continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Guarantor Obligations is rescinded or must otherwise be restored or returned by any
Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or
upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower
or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.


 




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SECTION 6.07         Payments.
Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim
in Dollars in accordance with Section 4.03(c).


 


SECTION 6.08         Taxes.
Each payment of the Guarantor Obligations will be made by each Guarantor subject to the same provisions as are set forth in Section
4.04 hereof.


 


ARTICLE
VII


 


Representations,
Warranties and Agreements


 


In order to induce
the Lenders to enter into this Agreement and make the Loans as provided for herein, the Credit Parties make the following representations
and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and
the making of the Loans:


 


SECTION 7.01         Status.
Each Credit Party (a) is a duly organized or formed and validly existing corporation or other registered entity in good standing
under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own
its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do
business and is in good standing in all jurisdictions where it does business or owns assets, except, in the case of this clause
(b), where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 7.02         Power
and Authority. Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry
out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or other organizational
action to authorize the execution, delivery and performance of the Credit Documents to which it is a party. Each Credit Party has
duly executed and delivered the Credit Documents to which it is a party and such Credit Documents constitute the legal, valid and
binding obligation of such Credit Party enforceable against each Credit Party that is a party thereto in accordance with its terms,
subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating
to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity
or law).


 


SECTION 7.03         No
Violation. None of (a) the execution, delivery and performance by any Credit Party of the Credit Documents to which it is a
party and compliance with the terms and provisions thereof, (b) the consummation of the Transactions, or (c) the consummation of
the other transactions contemplated hereby or thereby on the relevant dates therefor will (i) contravene any applicable provision
of any material Applicable Law of any Governmental Authority, (ii) result in any breach of any of the terms, covenants, conditions
or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose)
any Lien upon any of the property or assets of any Credit Party (other than Liens created under the Credit Documents) pursuant
to, (A) the terms of the Vodafone Agreement, the Citibank Agreement or the Iusacell Agreement, (B) the terms of any material indenture,
loan agreement, lease agreement, mortgage or deed of trust, or (C) any Material Contract (other than those referred to in the foregoing
clauses (A) or (B)), in the case of any of clauses (A), (B) and (C) to which any Credit Party is a party or by which it or any
of its property or assets is bound or (iii) violate any provision of the Organization Documents or Permit of any Credit Party,
except with respect to any conflict, breach or contravention or default (but not creation of Liens) referred to in clauses (ii)(B)
or (ii)(C), to the extent that such conflict, breach, contravention or default could not reasonably be expected to have a Material
Adverse Effect.


 




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SECTION 7.04         Litigation,
Labor Controversies, etc. There is no pending or, to the knowledge of any Credit Party, threatened, litigation, action, proceeding
or labor controversy (including without limitation, strikes, lockouts or slowdowns against the Credit Parties or any of their respective
Subsidiaries pending or, to the knowledge of any Credit Party, threatened) (a) except as disclosed in Schedule 7.04
and other matters that could not reasonably be expected to have a Material Adverse Effect, (b) which purports to affect the legality,
validity or enforceability of any Credit Document or the Transactions or (c) relating to any Indebtedness or purported Indebtedness
of any Credit Party or any Subsidiary. There is no outstanding judgment rendered by any court or tribunal against any Credit Party
or any Subsidiary.


 


SECTION 7.05         Use
of Proceeds; Regulations U and X. The proceeds of the Loans are intended to be and shall be used solely for the purposes set
forth in and permitted by Section 8.12. No Credit Party is engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock, and no proceeds of the Term Loans will be used to purchase or carry margin stock or otherwise
for a purpose which violates, or would be inconsistent with Regulation U or Regulation X.


 


SECTION 7.06         Approvals,
Consents, etc. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority
or other Person, and no consent or approval under any contract or instrument (other than (a) those that have been duly obtained
or made and which are in full force and effect, or if not obtained or made, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect, (b) the filing of UCC financing statements and other equivalent filings for foreign
jurisdictions, and (c) the filings or other actions necessary to perfect Liens under the Credit Documents) is required for
the consummation of the Transactions or the due execution, delivery or performance by any Credit Party of any Credit Document to
which it is a party, or for the due execution, delivery or performance of the Credit Documents, in each case by any of the Credit
Parties party thereto. There does not exist any judgment, order, injunction or other restraint issued or filed with respect to
the transactions contemplated by the Credit Documents, the consummation of the Transactions, the making of the Term Loans or the
performance by the Credit Parties or any of their respective Subsidiaries of their Obligations under the Credit Documents.


 


SECTION 7.07         Investment
Company Act. No Credit Party is, or will be after giving effect to the Transactions and the transactions contemplated under
the Credit Documents, an “investment company” or a company “controlled” by a Person required to be registered
as an “investment company”, within the meaning of the Investment Company Act of 1940.


 




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SECTION 7.08         Accuracy
of Information. (a) None of the factual information and data (taken as a whole) at any time furnished by any Credit Party,
any of their respective Subsidiaries or any of their respective authorized representatives in writing to any Agent or any Lender
(including all information contained in the Credit Documents) for purposes of or in connection with this Agreement or any of the
Transactions contains any untrue statement of a material fact or omits to state any material fact necessary to make such information
and data (taken as a whole) not materially misleading, in each case, at the time such information was provided in light of the
circumstances under which such information or data was furnished; provided that, to the extent any such information was
based upon or constitutes a forecast or projection, the Credit Parties represent only that the Credit Parties acted in good faith
and utilized assumptions believed to be reasonable at the time made and due care in the preparation of such information, it being
understood that forecast and projections are subject to uncertainties and contingencies and no assurance can be given that any
forecast or projection will be realized.


 


(b)          The
budget and pro forma financial information provided to the Administrative Agent were prepared in good faith based upon assumptions
believed by the Credit Parties to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders
that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered
by any such projections may differ from the projected results and such differences may be material.


 


SECTION 7.09         Financial
Condition; Financial Statements. The Historical Financial Statements present fairly in all material respects the financial
position and results of operations of Parent and its Subsidiaries at the respective dates of such information and for the respective
periods covered thereby, subject in the case of unaudited financial information, to changes resulting from normal year end audit
adjustments and to the absence of footnotes. The Historical Financial Statements and all of the balance sheets, all statements
of income and of cash flow and all other financial information furnished pursuant to Section 8.01 have been and will for
all periods following the Closing Date be prepared in accordance with GAAP consistently applied. All of the financial information
to be furnished pursuant to Section 8.01 will present fairly in all material respects the financial position and results
of operations of Parent and its Subsidiaries at the respective dates of such information and for the respective periods covered
thereby, subject in the case of unaudited financial information, to changes resulting from normal year end audit adjustments and
to the absence of footnotes. None of the Credit Parties or any of their respective Subsidiaries has any Indebtedness or other material
obligations or liabilities, direct or contingent that, either individually or in the aggregate, has had or could reasonably be
expected to have, a Material Adverse Effect.


 


SECTION 7.10         Tax
Returns and Payments. Each Credit Party and its Subsidiaries has timely filed or caused to be timely filed all material Tax
returns and reports required to have been filed (and all such Tax returns are true complete and correct in all material respects)
and has paid or caused to be paid all material Taxes required to have been paid by it that are due and payable, except Taxes (or
any requirement to file Tax returns with respect thereto) that are being contested in good faith by appropriate proceedings and
for which the Credit Party or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP.
There are no proposed or pending tax assessments, deficiencies, audits or other proceedings. None of the Credit Parties nor any
of their Subsidiaries has ever “participated” in a “reportable transaction” within the meaning of Section
1.6011-4 of the Treasury Regulations. None of the Credit Parties nor any of their Subsidiaries is a party to any tax sharing or
similar agreement. No Tax Lien has been filed and no material claim is being asserted, with respect to any such Tax, fee, or other
charge, except as disclosed on Schedule 7.10.


 




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SECTION 7.11         Compliance
with ERISA. Each Plan (and each related trust, insurance contract or fund) is in compliance with its terms and with ERISA,
the Code and all Applicable Laws; no Reportable Event has occurred (or is reasonably expected to occur) with respect to any Plan;
each Plan (and each related trust, if any) that is intended to qualify under Section 401(a) of the Code has received a favorable
determination letter from the Internal Revenue Service for all required amendments regarding its qualification thereunder that
considers the law changes incorporated in the Plan sponsor’s most recently expired remedial amendment cycle determined under
the provisions of Rev. Proc. 2007-44, and nothing has occurred subsequent to the issuance of such determination letter which would
prevent, or cause the loss of, such qualification; no Plan is insolvent or in reorganization or in endangered or critical status
within the meaning of Section 432 of the Code or Section 4241 or 4245 of Title IV of ERISA (or is reasonably expected to be insolvent
or in reorganization), and no written notice of any such insolvency or reorganization has been given to any of the Credit Parties,
any of their respective Subsidiaries or any ERISA Affiliate; no Plan is, or is reasonably expected to be, in “at risk”
status (as defined in Section 430 of the Code or Section 303 of ERISA); no Plan (other than a Multiemployer Plan) has failed to
satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with
Section 412(c) of the Code or Section 302(c) of ERISA), or is reasonably expected to do so, and no Plan has applied for or received
a waiver of the minimum funding standard or an extension of any amortization period within the meaning of Section 412 of the Code
or Section 302, 303 or 304 of ERISA; no failure to make any required installment under Section 430(j) of the Code with respect
to any Plan or to make any required contribution to a Multiemployer Plan when due has occurred; none of the Credit Parties, any
of their respective Subsidiaries or any ERISA Affiliate has incurred (or is reasonably expected to incur) any liability to or on
account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section
436(f), 4971, 4975 or 4980 of the Code or has been notified in writing that it will incur any liability under any of the foregoing
Sections with respect to any Plan; no proceedings have been instituted (or are reasonably expected to be instituted) to terminate
or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been
given to any of the Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate; no Lien imposed under the Code
or ERISA on the assets of any of the Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate exists (or is
reasonably expected to exist) nor have the Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate been notified
in writing that such a Lien will be imposed on the assets of any of the Credit Parties, any of their respective Subsidiaries or
any ERISA Affiliate on account of any Plan; no action, suit, proceeding, hearing, audit or investigation with respect to the administration,
operation or the investment of assets of any Plan (other than routine claims for benefits) is pending, expected or threatened;
there has been no violation of the applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under Section
401(a) of the Code by any fiduciary or disqualified person with respect to any Plan for any of the Credit Parties, any of their
respective Subsidiaries or any ERISA Affiliate may be directly or indirectly liable; and none of the Credit Parties, any of their
respective Subsidiaries nor any ERISA Affiliate has filed, or is considering filing, an application under the United States Internal
Revenue Service Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program
with respect to any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 7.11
could not result, individually or in the aggregate, in an amount of liability that would be reasonably expected to have a Material
Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken
together with any other liabilities referenced in this Section 7.11, be reasonably expected to have a Material Adverse Effect.
No employee welfare benefit plan within the meaning of §3(1) or §3(2)(B) of ERISA of any Credit Party or any of their
respective Subsidiaries, provides benefit coverage subsequent to termination of employment except as required by Title I, Part
6 of ERISA or applicable state insurance laws. No liability to a Multiemployer Plan as a result of a complete or partial withdrawal
from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA has been, or is reasonably
expected to be, incurred, except as could not reasonably be expected to have a Material Adverse Effect. With respect to any Plan
that is a Multiemployer Plan, the representations and warranties in this Section 7.11, other than any made with respect
to (a) liability under Section 4201 or 4204 of ERISA or (b) liability for termination or reorganization of such Plans under ERISA,
are made to the best knowledge of the Credit Parties.


 




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SECTION 7.12         Subsidiaries.
None of the Credit Parties has any Subsidiaries other than the Subsidiaries listed on Schedule 7.12. Schedule 7.12
describes the direct and indirect ownership interest of each of the Credit Parties in each Subsidiary. Asesores Profesionales ETAK
S. de RL. De C.V., a company organized under the laws of Mexico (“Asesores”), does not own any material
assets, have or generate any material revenues or conduct any material business activities.


 


SECTION 7.13         Intellectual
Property; Licenses, etc. Each Credit Party and each of its Subsidiaries owns, or possesses the right to use, all of the trademarks,
service marks, trade names, Internet domain names, copyrights and copyrightable works, patents, inventions, trade secrets, know-how,
proprietary computer software, franchises, intellectual property licenses and other intellectual property rights, including all
registrations and applications to register any of the foregoing and all rights to sue or recover at law or in equity for any past,
present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “IP
Rights”) that are reasonably necessary for the operation of their respective businesses. The conduct and operations
of the businesses of each Credit Party and each of its Subsidiaries do not infringe, misappropriate, dilute, or otherwise violate
in any material respect any intellectual property owned by any other Person, no other Person has challenged in writing or questioned
any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary,
and no Credit Party or Subsidiary thereof has received a written challenge from any other Person contesting the use of any IP Rights
owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights. Except as specifically set forth
on Schedule 7.04, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party
threatened. Schedule 7.13 is a complete and accurate list of (i) all IP Rights registered or pending registration with
the United States Copyright Office or the United States Patent and Trademark Office and owned by each Credit Party and each of
its Subsidiaries as of the Closing Date and (ii) all material license agreements or similar arrangements granting IP Rights of
another Person to any Credit Party or any of its Subsidiaries, other than software license agreement for “off-the-shelf”
or “click-through” agreements. As of the Closing Date, none of the IP Rights owned by any Credit Party or any of its
Subsidiaries is subject to any licensing agreement, other than (i) non-exclusive licenses granted to customers in the ordinary
business, or (ii) except as set forth on Schedule 7.13.


 




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SECTION 7.14         Environmental
Warranties. (a) Except as set forth in Schedule 7.14:


 


(i)          The
Credit Parties, their Subsidiaries and their respective businesses, operations and Real Property are and have at all times during
the Credit Parties’ or their Subsidiaries’ ownership, lease or operation thereof been in material compliance with,
and the Credit Parties and their Subsidiaries have no material liability under, any applicable Environmental Law.


 


(ii)         The
Credit Parties and their Subsidiaries have obtained all material permits, licenses, certificates or authorizations required under
Environmental Law (“Environmental Permits”) and necessary for the conduct of their businesses and operations,
and the ownership, operation and use of their Real Property. The Credit Parties and their Subsidiaries are in material compliance
with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing.


 


(iii)        There
has been no Release or threatened Release or any handling, management, generation, treatment, storage or disposal of Hazardous
Materials in, on, at, under, to, or from any Real Property presently or, to the knowledge of any Credit Party, formerly owned,
leased or operated by any of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted
in, or is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental
Law or result in a material Environmental Claim.


 


(iv)        There
is no material Environmental Claim pending or, to the knowledge of the Credit Parties, threatened against any of the Credit Parties
or their Subsidiaries, or relating to the Real Property currently or formerly owned, leased or operated by any of the Credit Parties
or their Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge of the Credit
Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the
basis of a material Environmental Claim.


 


(v)         No
person with an indemnity, contribution or other obligation to any of the Credit Parties or their Subsidiaries relating to compliance
with or liability under Environmental Law is in default with respect to any such indemnity, contribution or other obligation.


 


(vi)        No
Real Property owned, leased or operated by the Credit Parties or their Subsidiaries and, to the knowledge of the Credit Parties,
no Real Property or facility formerly owned, leased or operated by any of the Credit Parties or any of their predecessors in interest
is (i) listed or proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or (ii)
listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA
or (iii) included on any similar list maintained by any governmental or regulatory authority that indicates that any Credit
Party or Subsidiary has or may have an obligation to undertake investigatory or remediation obligations under applicable Environmental
Laws.


 




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(vii)       No
Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law with respect to any Real
Property of the Credit Parties or their Subsidiaries.


 


(b)          None
of the matters, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material
Adverse Effect.


 


(c)          The
Credit Parties and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits,
studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental
Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real
Property or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any
of the Credit Parties, their Subsidiaries or their predecessors-in-interest.


 


SECTION 7.15         Ownership
of Properties. Set forth on Schedule 7.15 is a list of all of the Real Property owned or leased by any of the Credit
Parties or their respective Subsidiaries as of the Closing Date, indicating in each case whether the respective property is owned
or leased, the identity of the owner or lessor and the location of the respective property. Each Credit Party owns (a) in the case
of owned Real Property, good and valid fee simple title to such Real Property, (b) in the case of owned personal property, good
and valid title to such personal property, and (c) in the case of leased Real Property or material personal property, valid and
enforceable (except as may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other laws applicable to
creditors’ rights generally and by generally applicable equitable principles, whether considered in an action at law or in
equity) leasehold interests (as the case may be) in such leased property, in each case, free and clear in each case of all Liens
or claims, except for Permitted Liens.


 


SECTION 7.16         No
Default. None of the Credit Parties or any of their respective Subsidiaries (a) is in default under or with respect to the
Vodafone Agreement, the Iusacell Agreement or the Citibank Agreement or (b) is in default under or with respect to, or a party
to, any Contractual Obligation (other than any such Contractual Obligation referred to in the foregoing clause (a) or in respect
of Indebtedness) that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
On the Closing Date, after giving effect to the Transactions, none of the Credit Parties or any of their respective Subsidiaries
is in default under or with respect to any Contractual Obligation in respect of Indebtedness or purported Indebtedness.


 


SECTION 7.17         Solvency.
On the Closing Date after giving effect to the Transactions and the other transactions related thereto, Parent and its Subsidiaries,
on a consolidated basis, are Solvent.


 




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SECTION 7.18         Locations
of Offices, Records and Collateral. The address of the principal place of business and chief executive office of each Credit
Party is, and the books and records of each Credit Party and all of its Chattel Paper and records of Receivables are maintained
exclusively in the possession of such Credit Party at, the address of such Credit Party specified in Schedule 7.18 (or,
after the Closing Date, in the case of any Credit Parties party to the U.S. Security Agreement, at such other address permitted
by Section 5.3(a)(i) of the U.S. Security Agreement). There is no location at which a Credit Party maintains any Collateral
having a value in excess of $100,000 for any such location other than the locations specified for it in Schedule 7.18 (or,
after the Closing Date, in the case of any Credit Parties party to the U.S. Security Agreement, at such other address permitted
by Section 5.3(d) of the U.S. Security Agreement). Schedule 7.18 specifies all Real Property of each Credit Party,
and indicates whether each location specified therein is leased or owned by such Credit Party. Except as otherwise agreed by the
Administrative Agent, each leased location of a Credit Party that is the headquarters of any Credit Party, where books and records
of any Credit Party are maintained or where Collateral having value in excess of $100,000 is located, shall be subject to a Collateral
Access Agreement to be provided by the landlord of such leased location in favor of the Collateral Agent.


 


SECTION 7.19         Compliance
with Laws and Permits; Authorizations. Each Credit Party and each of its Subsidiaries (a) is in material compliance with all
Applicable Laws and Permits and (b) has all requisite governmental licenses, Permits, authorizations, consents and approvals to
operate its business as currently conducted, except in such instances in which (x) such requirement of Applicable Laws, Permits,
government licenses, authorizations or approvals are being contested in good faith by appropriate proceedings diligently conducted
or (y) the failure to have or comply therewith, either individually or in the aggregate, could not reasonably be expected to have
a Material Adverse Effect. No Credit Party has received any written notice that is outstanding or unresolved to the effect that
its operations are not in material compliance with any Environmental Law or Permit or are the subject of any investigation by any
Governmental Authority evaluating whether any cleanup or other action is needed to respond to a Release or impose further controls
on any existing discharge of Hazardous Materials to the environment.


 


SECTION 7.20         No
Material Adverse Effect. Since December 31, 2013, except as disclosed in the Parent’s Form 10-Q filed with the SEC for
the fiscal quarters ending March 31, 2014 and June 30, 2014 and any Form 8-K filed by the Parent with the SEC since December 31,
2013, both immediately before and immediately after giving effect to the Transactions, (a) there has been no Material Adverse Effect,
and (b) there has been no circumstance, event or occurrence, and no fact is known to the Credit Parties that could reasonably be
expected to result in a Material Adverse Effect.


 


SECTION 7.21         Contractual
or Other Restrictions. Other than the Credit Documents, as set forth in Schedule 7.21 and to the extent permitted by
Section 9.10, no Credit Party or any of its Subsidiaries is a party to any agreement or arrangement or subject to any Applicable
Law that limits its ability to pay dividends to, or otherwise make Investments in or other payments to any Credit Party, that limits
its ability to grant Liens in favor of the Collateral Agent or that otherwise limits its ability to perform the terms of the Credit
Documents..


 




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SECTION 7.22         Collective
Bargaining Agreements. Set forth on Schedule 7.22 is a list and description (including dates of termination) of all
collective bargaining or similar agreements between or applicable to any Credit Party or any of its Subsidiaries and any union,
labor organization or other bargaining agent in respect of the employees of any Credit Party or any of its Subsidiaries.


 


SECTION 7.23         Insurance.
The properties of each Credit Party are insured with financially sound and reputable insurance companies not Affiliates of any
Credit Party against loss and damage in such amounts, with such deductibles and covering such risks as are customarily carried
by Persons of comparable size and of established reputation engaged in the same or similar businesses and owning similar properties
in the general locations where such Credit Party operates, in each case as described on Schedule 7.23. As of the Closing
Date, all premiums with respect thereto that are due and payable have been duly paid and no Credit Party has received or is aware
of any notice of violation or cancellation thereof and each Credit Party has complied in all material respects with the requirements
of such policy.


 


SECTION 7.24         Evidence
of Other Indebtedness. Schedule 7.24 is a complete and correct list of each credit agreement, loan agreement, indenture,
purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness or
any extension of credit (or commitment for any extension of credit) to, any Credit Party or Subsidiary outstanding on the Closing
Date which will remain outstanding after the Closing Date (other than this Agreement, the other Credit Documents, or as set forth
on Schedule 7.24), in each case, in excess of $100,000 and the aggregate principal or face amount outstanding or that may
become outstanding under each such arrangement as of the Closing Date is correctly described in Schedule 7.24. The aggregate
principal amount of all Indebtedness of (and all commitments for extensions of credit to) the Credit Parties and their Subsidiaries
which is not disclosed on Schedule 7.24 by reason of the disclosure threshold set forth in the immediately preceding sentence
does not exceed $250,000.


 


SECTION 7.25         Deposit
Accounts and Securities Accounts. Set forth in Schedule 7.25 is a list as of the Closing Date of all of the deposit
accounts and securities accounts of each Credit Party, including, with respect to each bank or securities intermediary at which
such accounts are maintained by such Credit Party (a) the name and location of such Person and (b) the account numbers of the deposit
accounts or securities accounts maintained with such Person.


 


SECTION 7.26         Absence
of any Undisclosed Liabilities. There are no material liabilities of any Credit Party of any kind whatsoever, whether accrued,
contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances
which could reasonably be expected to result in any such liabilities, other than those liabilities provided for or disclosed in
the Historical Financial Statements.


 




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SECTION 7.27         Material
Customers. Schedule 7.27 sets forth the twelve (12) largest customers that are engaged in a service contract with the
Parent and its Subsidiaries for each of the fiscal year ended December 31, 2013 and for the fiscal year to date (“Material
Customers”). Except as set forth on Schedule 7.27, (i) all Material Customers continue to be customers of
the Parent or any Subsidiary thereof, as the case may be, and none of such Material Customers has reduced materially its business
with the Parent or any of its Subsidiaries, as the case may be, from the levels achieved during the year ended December 31, 2013
or during the fiscal year to date, and neither the Parent nor any of its Subsidiaries has any knowledge that such reduction will
occur provided, however, that Administrative Agent and the Lenders acknowledge and agree that the representation contained in this
clause (i) is qualified in its entirety by the fact that the Credit Parties’ business and the business of its Material Customers
are cyclical and subject to market events and, as such, the level of a Material Customer’s business with the Credit Parties
vary in the ordinary course of business; (ii) no Material Customer has terminated its relationship with the Parent or any Subsidiary
thereof, as the case may be, or, to the knowledge of the Parent or such Subsidiary, has threatened in writing to do so; (iii) neither
the Parent nor any Subsidiary thereof is involved in any material claim, dispute or controversy with any Material Customer and
(iv) neither the Parent nor any Subsidiary thereof is involved in any claim, dispute or controversy with any of its other customers
that could reasonably be expected to have a Material Adverse Effect.


 


ARTICLE
VIII


 


Affirmative Covenants


 


The Credit Parties
hereby covenant and agree that on the Closing Date and thereafter, until the Loans, together with interest, Fees and all other
Obligations incurred hereunder (other than Unasserted Contingent Obligations) are paid in full in accordance with the terms of
this Agreement:


 


SECTION 8.01         Financial
Information, Reports, Notices and Information. The Credit Parties will furnish the Administrative Agent and each Lender copies
of the following financial statements, reports, notices and information:


 


(a)          Monthly
Financial Statements. As soon as available and in any event with respect to the first two months of each quarter, within thirty
(30) days after the end of each month, starting with the month ending November 30, 2014, (i) unaudited consolidated balance sheets
of Parent and its Subsidiaries as of the end of such month, and (ii) unaudited consolidated statements of income and cash flow
of Parent and its Subsidiaries as of the end of such month, in each case, including in comparative form (both in Dollar and percentage
terms) the figures for the corresponding month in the preceding fiscal year of Parent and in the then-current Budget for such fiscal
year, if applicable, and year-to-date portion of, the immediately preceding fiscal year of Parent.


 


(b)          Quarterly
Financial Statements. As soon as available and in any event within forty-five (45) days after the end of each fiscal quarter
of Parent, (i)(A) unaudited consolidated balance sheets of Parent and its Subsidiaries as of the end of such fiscal quarter, and
(B) unaudited consolidated statements of income and cash flow of Parent and its Subsidiaries for such fiscal quarter, in each case,
and for the period commencing at the end of the previous fiscal year of Parent and ending with the end of such fiscal quarter,
including (in each of clause (A) and (B) (if applicable)), in comparative form (both in Dollar and percentage terms) the figures
for the corresponding fiscal quarter in, and year-to-date portion of, the immediately preceding fiscal year of Parent and in the
then-current Budget for such fiscal year, certified as complete and correct in all material respects by an Authorized Officer of
Parent, subject to normal year-end adjustments and the absence of footnotes pursuant to the audit required under Section 8.01(c)
(provided that such year-end adjustments and footnotes shall not be materially adverse, individually or in the aggregate,
to any Agent or any Lender), and (ii) a management discussion and analysis (with reasonable detail and specificity) of the results
of operations for the fiscal periods reported, including, in comparative form the figures for the corresponding fiscal quarter
in, and year-to-date portion of, the immediately preceding fiscal year of Parent, and period commencing at the end of the previous
fiscal year of Parent and ending with the end of such fiscal quarter.


 




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(c)          Annual
Financial Statements. As soon as available and in any event within ninety (90) days after the end of each fiscal year of Parent,
copies of the consolidated balance sheets of Parent and its Subsidiaries, and the related consolidated statements of income and
cash flows of Parent and its Subsidiaries for such fiscal year, setting forth in comparative form (both in Dollar and percentage
terms) the figures for the immediately preceding fiscal year and in the then-current Budget for such fiscal year, such consolidated
statements audited and certified without qualification, or exception as to the scope of such audit, by an independent public accounting
firm reasonably acceptable to the Administrative Agent, together with a management discussion and analysis (with reasonable detail
and specificity) of the results of operations for the fiscal periods reported.


 


(d)          Compliance
Certificates. Concurrently with the delivery of the financial information pursuant to clauses (b) and (c) above, a Compliance
Certificate, executed by an Authorized Officer of the Parent, (i) certifying that such financial information presents fairly in
all material respects the financial condition, results of operations and cash flows of Parent and its Subsidiaries in accordance
with GAAP at the respective dates of such information and for the respective periods covered thereby, subject in the case of unaudited
financial information, to changes resulting from normal year end audit adjustments and to the absence of footnotes, (ii) showing
compliance with the Financial Performance Covenants, and stating that no Default or Event of Default has occurred and is continuing
(or, if a Default or an Event of Default has occurred, specifying the details of such Default or Event of Default and the actions
taken or to be taken with respect thereto) and containing the applicable certifications set forth in Section 7.09 with respect
thereto, (iii) in the case of each Compliance Certificate delivered concurrently with the financial information pursuant to clause
(c) above, specifying any change in the identity of the Subsidiaries as at the end of such fiscal year from the Subsidiaries provided
to the Lenders on the Closing Date or the most recent fiscal year, as the case may be, and (iv) in the case of each Compliance
Certificate delivered concurrently with the financial information pursuant to clause (c) above, including (A) an updated Schedule
7.15 and Schedule 7.25 of this Agreement (if applicable) and (B) a written supplement substantially in the form of Schedules
1-5, as applicable, to the Security Agreement with respect to any additional assets and property acquired by any Credit Party after
the date hereof, all in reasonable detail.


 


(e)          Budget.
No later than thirty (30) days after the commencement of each fiscal year of Parent, commencing with its fiscal year beginning
January 1, 2015, the forecasted financial projections for the then current fiscal year (on a month-by-month basis), in each case
(including projections for Consolidated Capital Expenditures, a projected consolidated income statement and balance sheet of Parent
and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and
projected changes in financial position and a description of the underlying assumptions applicable thereto), in each case, as customarily
prepared by management of the Credit Parties for their internal use consistent in scope with the financial statements provided
pursuant to Section 8.01(c), setting forth the principal assumptions on which such projections are based (such projections,
together with the projections delivered as of the Closing Date pursuant to Section 5.07(b), collectively, the “Budget”).


 




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(f)          Defaults;
Litigation. As soon as possible and in any event within five (5) Business Days after an Authorized Officer of any Credit Party
or any of their respective Subsidiaries obtains knowledge thereof, notice from an Authorized Officer of the Borrower of (i) the
occurrence of any event that constitutes a Default or an Event of Default, which notice shall specify the nature thereof, the period
of existence thereof and what action the applicable Credit Parties propose to take with respect thereto (provided, that if the
Credit Parties require more time to determine what action to take with respect thereto, they shall be permitted up to five (5)
additional Business Days to furnish a description of their proposed action to the Administrative Agent), and (ii) (A) the occurrence
of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule
7.04 or (B) the commencement of any litigation, action, proceeding or labor controversy of the type and the materiality described
in Section 7.04, and to the extent the Administrative Agent requests, copies of all documentation related thereto.


 


(g)          Notices.
The Credit Parties shall provide the Administrative Agent with a written notice promptly (and in no event later than five (5) Business
Days after an Authorized Officer of any Credit Party becoming aware of) of the following:


 


(i)          any
pending or threatened (in writing) litigation, action, proceeding or other controversy which purports to affect the legality, validity
or enforceability of any Credit Document, or any other document or instrument referred to in Section 9.07, which notice
shall be signed by an Authorized Officer of the Borrower and shall specify the nature thereof, and what actions the applicable
Credit Parties propose to take with respect thereto, together with copies of all relevant documentation;


 


(ii)         the
commencement of, or any material development in, any litigation, investigation or proceeding affecting any Credit Party or any
Subsidiary thereof, in which (A) the amount of damages claimed is $1,000,000 (or its equivalent in another currency or currencies)
or more, (B) injunctive or similar relief is sought and which, if adversely determined, could reasonably be expected to have a
Material Adverse Effect, or (C) the relief sought is an injunction or other stay of the performance of this Agreement or any other
Credit Document;


 


(iii)        notice
of any pending or threatened labor dispute, strike, walkout, or union organizing activity with respect to any employees of a Credit
Party;


 


(iv)        notice
of (i) any material default by any Credit Party or Subsidiary under any Material Contract or any other agreement with any Material
Customer or (ii) any termination or non-renewal of any Material Contract or any other agreement with any Material Customer
or the receipt by any Credit Party or Subsidiary of any notice from the other party to any Material Contract or Material Customer
of such party’s intent to terminate or not renew such Material Contract or other agreement;


 




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(v)         notice
of the discharge or withdrawal or resignation by Credit Parties’ independent accountants;


 


(vi)        copies
of all amendments, consent letters, waivers or modifications to a Credit Party’s charter, operating agreement or bylaws (to
the extent permitted hereunder), or by such Credit Party to any such Person; and


 


(vii)       all
significant written final reports submitted to the Credit Parties by its accountants in connection with each annual, interim or
special audit or review of any type of the financial statements or related internal control systems, including any final comment
letters delivered to management and all responses thereto..


 


(h)          Credit
Documents. As soon as possible and in any event within five (5) Business Days after any Credit Party obtains knowledge of the
occurrence of a breach or default or notice of termination by any party under, or material amendment entered into by any party
to, any Credit Document or any other document or instrument referred to in Section 9.07, a statement of an Authorized Officer
of the Borrower setting forth details of such breach or default or notice of termination and the actions taken or to be taken with
respect thereto and, if applicable, a copy of such amendment.


 


(i)          Management
Letters. Promptly upon, and in any event within five (5) Business Days after, receipt thereof, copies of all “management
letters” submitted to any Credit Party by the independent public accountants referred to in Section 8.01(c) in connection
with each audit made by such accountants.


 


(j)          Bankruptcy,
etc. Immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization
of any Credit Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking
of any step by any Person in furtherance of any such action or occurrence.


 


(k)          Corporate
Information. Promptly upon, and in any event within five (5) Business Days after, becoming aware of any additional corporate
or limited liability company information of the type delivered pursuant to Section 5.04, or of any change to such information
delivered on or prior to the Closing Date or pursuant to this Section 8.01 or otherwise under the Credit Documents, a certificate,
certified to the extent of any change from a prior certification, from the secretary, assistant secretary, managing director (directeur)
managing member or general partner of such Credit Party notifying the Administrative Agent of such information or change and attaching
thereto any relevant documentation in connection therewith.


 


(l)          Other
Information. With reasonable promptness, such other information (financial or otherwise) as any Agent on its own behalf or
on behalf of any Lender may reasonably request in writing from time to time.


 




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Notwithstanding the foregoing, the obligations
of the Credit Parties in paragraphs (b) and (c) of this Section 8.01 shall be deemed to be satisfied with respect to any financial
statements of the Parent upon the filing by the Parent of the Parent’s Form 10-Q or 10-K, as applicable, with the SEC and
the posting thereof on the SEC’s website within the time periods specified in such paragraphs (or, in the event that the
SEC has granted to the Parent an extension of the deadline for filing of the Parent’s 10-Q or 10-K, as applicable, with the
SEC, within the time period specified by the SEC for such extension, but in no event later than (x) five calendar days after the
time period specified in paragraph (b) of this Section 8.01, in the case of the quarterly financial statements required by such
paragraph (b), and (y) fifteen calendar days after the time period specified in paragraph (c) of this Section 8.01, in the case
of the annual financial statements required by such paragraph (c)).


 


SECTION 8.02         Books,
Records and Inspections. The Credit Parties will, and will cause each of their respective Subsidiaries to, maintain proper
books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with
GAAP (subject to normal year-end adjustments pursuant to the audit required under Section 8.01(c) (provided that
such year-end adjustments shall not be materially adverse, individually or in the aggregate, to any Agent or any Lender)) consistently
applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Parties
or such Subsidiary, as the case may be. The Credit Parties will, and will cause each of their respective Subsidiaries to, permit
the Administrative Agent and its representatives and independent contractors to visit and inspect any of its properties, to examine
its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances
and accounts with its directors, officers, and independent public accountants, all at the expense of the Credit Parties; provided
that such visits or inspections shall be at reasonable times during normal business hours, upon reasonable advance notice to the
Credit Parties, but not more often than two (2) times per year (except that none of the limitations in this proviso shall apply
if an Event of Default then exists). Any information obtained by the Administrative Agent pursuant to this Section 8.02
may be shared with the Collateral Agent or any Lender upon the request of such Secured Party. The Administrative Agent shall give
the Credit Parties the opportunity to participate in any discussions with the Credit Parties’ independent public accountants.


 


SECTION 8.03         Maintenance
of Insurance. The Credit Parties will, and will cause each of their respective Subsidiaries to, at all times maintain in full
force and effect, with insurance companies that the Credit Parties believe (in their reasonable business judgment) are financially
sound and reputable at the time the relevant coverage is placed or renewed, insurance in at least such amounts and against at least
such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses
similar to those engaged in by the Credit Parties; and will furnish to the Collateral Agent for further delivery to the Lenders,
upon written request from the Collateral Agent, information presented in reasonable detail as to the insurance so carried, including
(i) endorsements to (A) all “All Risk” policies naming the Collateral Agent, on behalf of the Secured Parties, as loss
payee and (B) all general liability and other liability policies naming the Collateral Agent, on behalf of the Secured Parties,
as additional insured and (ii) legends providing that no cancellation, material reduction in amount or material change in insurance
coverage thereof shall be effective until at least thirty (30) days (ten (10) days with respect to failure to pay premium) after
receipt by the Collateral Agent of written notice thereof.


 




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SECTION 8.04         Payment
of Taxes. The Credit Parties will timely pay and discharge, and will cause each of their respective Subsidiaries to timely
pay and discharge, all Taxes, assessments and governmental charges or levies imposed upon them or upon their income or profits,
or upon any properties belonging to it, prior to the date on which such Tax, assessment or governmental charge is due, and all
lawful claims that, if unpaid, could reasonably be expected to become a Lien having priority over the Collateral Agent’s
Liens (other than Permitted Liens) or an otherwise material Lien upon any properties of the Credit Parties or any of their respective
Subsidiaries; provided that none of the Credit Parties or any of their respective Subsidiaries shall be required to pay
any such Tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings that stays execution
and as to which such Credit Party has maintained adequate reserves with respect thereto in accordance with GAAP.


 


SECTION 8.05         Maintenance
of Existence; Compliance with Laws, etc. Each Credit Party will, and will cause its Subsidiaries to, (a) preserve and maintain
in full force and effect its organizational existence (except in a transaction permitted by Section 9.03), (b) preserve
and maintain its good standing under the laws of its state or jurisdiction of incorporation, organization or formation, and each
state or other jurisdiction where such Person is qualified, or is required to be so qualified, to do business as a foreign entity,
except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (c) comply in
all material respects with all Applicable Laws, rules, regulations and orders, including without limitation compliance with safety
regulations applicable to the Parent or any of its Subsidiaries.


 


SECTION 8.06         Environmental
Compliance.


 


(a)          Each
Credit Party will, and will cause its Subsidiaries to, comply in all material respects with all Environmental Laws and Environmental
Permits applicable to their business, operations and Real Property; obtain and maintain in full force and effect all material Environmental
Permits applicable to its business, operations and Real Property; and conduct all response, investigation, remediation, cleanup
or monitoring activity required by any governmental or regulatory authority or any applicable Environmental Laws, and in accordance
with, the requirements of any governmental or regulatory authority and applicable Environmental Laws.


 


(b)          Each
Credit Party will, and will cause its Subsidiaries to, do or cause to be done all things required by Environmental Laws to prevent
any Release of Hazardous Materials in, on, at, under, to or from any Real Property owned, leased or operated by any of the Credit
Parties or their Subsidiaries except in full compliance with applicable Environmental Laws or an Environmental Permit, and ensure
that there shall be no Hazardous Materials in, on, at, under or from any Real Property owned, leased or operated by any of the
Credit Parties or their Subsidiaries except those that are present, used, stored, handled and managed in material compliance with
applicable Environmental Laws.


 




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(c)          Each
Credit Party will, and will cause its Subsidiaries to, undertake all actions, including response, investigation, remediation, cleanup
or monitoring actions, necessary, at the sole cost and expense of the Credit Parties, (i) to address any Release of Hazardous Materials
in, on, at, under, to or from any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries as
required pursuant to Environmental Law or the requirements of any governmental or regulatory authority; (ii) to address as may
be required by Environmental Law any environmental conditions relating to any Credit Party, Subsidiary, or their respective business
or operations or to any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries pursuant to
any reasonable written request of the Administrative Agent and, except for information and documents to the extent covered by attorney
client privilege or attorney work product doctrine, share with the Administrative Agent all data, information and reports generated
or prepared in connection therewith; (iii) to keep any Real Property owned, leased or operated by any of the Credit Parties or
their Subsidiaries free and clear of all Liens and other encumbrances pursuant to any Environmental Law, whether due to any act
or omission of any Credit Party, Subsidiary or any other person; and (iv) to promptly notify the Administrative Agent in writing
of: (1) any material Release or threatened Release of Hazardous Materials in, on, at, under, to, or from any Real Property owned,
leased or operated by any of the Credit Parties or their Subsidiaries, except those that are pursuant to and in compliance with
the terms and conditions of an Environmental Permit, (2) any material non-compliance with, or violation of, any Environmental Law
applicable to any Credit Party or Subsidiary, any Credit Party’s or Subsidiary’s business and any Real Property owned,
leased or operated by any of the Credit Parties or their Subsidiaries, (3) any Lien pursuant to Environmental Law imposed on any
Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries, (4) any response, investigation, remediation,
cleanup or monitoring activity at any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries
required to be undertaken pursuant to Environmental Law, and (5) any notice or other communication received by any Company from
any person or governmental or regulatory authority relating to any material Environmental Claim or material liability or potential
liability of any Credit Party or Subsidiary pursuant to any Environmental Law.


 


(d)          If
a Default caused by reason of a breach of Section 7.14 or this Section 8.06 shall have occurred and is not reasonably
curable within 10 days or shall be continuing for more than thirty (30) days without the Credit Parties commencing activities reasonably
likely to cure such Default, the Credit Parties shall, at the written request of the Administrative Agent, (i) provide to the Administrative
Agent within forty-five (45) days after such request, at the expense of the Credit Parties, an environmental assessment report
regarding the matters which are the subject of such Default, including, where appropriate, any soil and/or groundwater sampling,
prepared by a nationally recognized environmental consulting firm reasonably acceptable to the Administrative Agent and in the
form and substance reasonably acceptable to the Administrative Agent and evaluating the presence or absence of Hazardous Materials
and the estimated cost of any compliance or response action to address such Default and findings; (ii) promptly undertake all actions
required by applicable Environmental Law to address any non-compliance with or violation of Environmental Law; (iii) promptly undertake
all response actions required by Environmental Laws to address any recognized environmental conditions identified in the environmental
assessment report to the reasonable satisfaction of the Administrative Agent; and (iv) permit the Administrative Agent and its
representatives to have access to all Real Property and all facilities owned, leased or operated by any of the Credit Parties and
their Subsidiaries which are the subject of such Default for the purpose of conducting such environmental audits and testing as
is reasonably necessary, including subsurface sampling of soil and groundwater, the cost for which shall be payable by the Credit
Parties.


 




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SECTION 8.07         ERISA.
(a) As soon as possible and, in any event, within ten (10) days after any Credit Party, any of its Subsidiaries or any ERISA Affiliate
knows or has reason to know of the occurrence of any of the following events, the Borrower will deliver to the Agents and each
Lender a certificate of an Authorized Officer of the Borrower setting forth the full details as to such occurrence and the action,
if any, that such Credit Party, such Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices
(required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary, such ERISA Affiliate, the PBGC,
a Plan participant (other than notices relating to an individual participant’s benefits) or the Plan administrator with respect
thereto: (i) the institution of any steps by any Person to terminate any Plan; (ii) the failure to make a required contribution
to any Plan if such failure is sufficient to give rise to a Lien under Sections 303(k) or 4068 of ERISA or under Section 430(k)
of the Code; (iii) the taking of any action with respect to a Plan which could result in the requirement that any Credit Party
furnish a bond or other security to the PBGC or such Plan; (iv) the occurrence of any event with respect to any Plan which could
result in the incurrence by any Credit Party of any material liability, fine or penalty, notice thereof and copies of all documentation
relating thereto; (v) that a Reportable Event has occurred (except to the extent that the Borrower has previously delivered to
the Agents and Lenders a certificate and notices (if any) concerning such event pursuant to the next clause hereof); (vi) that
a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance
reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event described
in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur with respect
to such Plan within the following 30 days; (vii) that a failure to satisfy the minimum funding standard within the meaning of Section
430 of the Code or Section 303 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c)
of ERISA) has occurred (or is reasonably likely to occur) or an application may be or has been made to the Secretary of the Treasury
for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any
amortization period under Section 412, 430 or 431 of the Code or Section 302, 303 or 304 of ERISA with respect to a Plan; (viii)
that a Plan having any material Unfunded Current Liability has been or is to be terminated, reorganized, partitioned or declared
insolvent under Title IV of ERISA (including the giving of written notice thereof); (ix) that a Plan has an Unfunded Current Liability
that has or will result in a Lien under ERISA or the Code; (x) that proceedings may be or have been instituted to terminate a Plan
having an Unfunded Current Liability (including the giving of written notice thereof); (xi) that a proceeding may be or has been
instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Plan; (xii) that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its
intention to appoint a trustee to administer any Plan; (xiii) that any Credit Party, any Subsidiary thereof or any ERISA Affiliate
has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Plan; (xiv) that
any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that
it will incur) any material liability (including any indirect, contingent or secondary liability) to or on account of a Plan pursuant
to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 436(f), 4971, 4975 or 4980
of the Code; or (xv) that any Credit Party, any Subsidiary thereof or any ERISA Affiliate may be directly or indirectly liable
for a violation of the applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401(a)
of the Code by any fiduciary or disqualified person with respect to any Plan; and


 




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(b)          Promptly
following any request therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party, any of its
Subsidiaries or any ERISA Affiliate may request with respect to any Plan, any notices described in Section 101(l) of ERISA that
any Credit Party, any of its Subsidiaries or any ERISA Affiliate may request with respect to any Plan and any information that
any Credit Party, any of its Subsidiaries or any ERISA Affiliate may request with respect to any Multiemployer Plan in connection
with Section 4221(e) of ERISA; provided, that if any Credit Party, any of its Subsidiaries or any ERISA Affiliate has not
requested such documents or notices from the administrator or sponsor of the applicable Plan, the applicable Credit Party, the
applicable Subsidiary(ies) or the ERISA Affiliate(s) shall promptly make a request for such documents or notices from such administrator
or sponsor and shall provide copies of such documents and notices promptly after receipt thereof.


 


SECTION 8.08         Maintenance
of Properties. Each Credit Party will, and will cause its Subsidiaries to, maintain, preserve, protect and keep its properties
and assets in good repair, working order and condition (ordinary wear and tear excepted and subject to casualty, condemnation and
dispositions permitted pursuant to Section 9.04), and make necessary repairs, renewals and replacements thereto and will
maintain and renew as necessary all licenses, Permits and other clearances necessary to use and occupy such properties and assets,
in each case so that the business carried on by such Person may be properly conducted at all times, except where the failure to
do so could not reasonably be expected to have a Material Adverse Effect.


 


SECTION 8.09         End
of Fiscal Years; Fiscal Quarters. The Credit Parties will, for financial reporting purposes, cause (a) each of their, and each
of their Subsidiaries’ fiscal years to end on December 31 of each year and (b) each of their, and each of their Subsidiaries’,
fiscal quarters to end on dates consistent with such fiscal year-end and Parent’s past practice.


 


SECTION 8.10         Additional
Guarantors and Grantors. Subject to any applicable limitations set forth in the Security Documents, the Credit Parties will
upon the formation or acquisition thereof (a) cause any direct or indirect Domestic Subsidiary or direct or indirect Subsidiary
organized under the laws of the Netherlands or Mexico formed or otherwise purchased or acquired after the Closing Date to execute
(i) a joinder to this Agreement pursuant to which such Subsidiary shall become a party to this Agreement as an additional Guarantor
hereunder and, in the case of any such Subsidiary organized under the laws of Mexico, a joinder to the Mexico Guarantee, or another
guarantee in form and substance satisfactory to the Administrative Agent and (ii) a supplement to the Security Agreement in the
form of Annex I to the Security Agreement (or, in the case of any such Subsidiary organized under the laws of the Netherlands
or Mexico, a supplement to the applicable Security Document in form and substance satisfactory to the Collateral Agent) or another
Security Document in form and substance satisfactory to Collateral Agent and (b) deliver or cause such Subsidiary to deliver such
opinions, resolutions, certificates and other documents with respect to such Subsidiary as are consistent with those delivered
by the Credit Parties on the Closing Date under Article V.


 




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SECTION 8.11         Pledges
of Additional Stock. Subject to any applicable limitations set forth in the Security Documents, the Credit Parties will pledge
to Collateral Agent for the benefit of the Secured Parties, (i) all the Capital Stock of each Domestic Subsidiary and each Subsidiary
organized under the laws of the Netherlands or Mexico, in each case, formed or otherwise purchased or acquired after the Closing
Date and directly held by a Credit Party and (ii) any promissory notes executed after the Closing Date evidencing Indebtedness
owing to any Credit Party in an amount of $100,000 or more (as to any individual evidence of Indebtedness) received by the Credit
Parties.


 


SECTION 8.12         Use
of Proceeds. The proceeds of the Term Loans shall be used (i) to fund future capital expenditures, working capital and general
corporate purposes of the Credit Parties and (ii) to pay the transaction fees, costs and expenses incurred directly in connection
with the Transactions.


 


SECTION 8.13         Further
Assurances. (a) The Credit Parties will execute any and all further documents, financing statements, agreements and instruments,
and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds
of trust and other documents), which may be required under any Applicable Law, or which the Collateral Agent may reasonably request,
in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be
created by any Credit Document, all at the sole cost and expense of the Borrower.


 


(b)          Subject
to any applicable limitations set forth in any applicable Security Document, if any fee simple interest in Real Property with a
fair market value in excess of $1,000,000, the Borrower will notify the Collateral Agent and the Lenders thereof and will cause
such assets to be subjected to a Lien securing the applicable Obligations and will take, and cause the other Credit Parties to
take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and/or perfect such Liens consistent
with the applicable requirements of the Security Documents, including actions described in Section 8.13(a), all at the sole
cost and expense of the Borrower; provided that in the case of leasehold interests, no Mortgage shall be required except
to the extent requested by the Administrative Agent in its reasonable discretion. Any Mortgage delivered to the Collateral Agent
in accordance with the preceding sentence shall be accompanied by (A) a policy or policies (or unconditional binding commitment
thereof) of title insurance issued by a nationally recognized title insurance company insuring the Lien of the Mortgage as a valid
Lien (with the priority described therein) on the Real Property described therein, free of any other Liens except as expressly
permitted by Section 9.02, together with such endorsements and reinsurance as the Collateral Agent may reasonably request,
(B) a current A.L.T.A. survey of such Real Property, satisfactory in form and substance to Collateral Agent and the title insurance
company issuing the title policies (or unconditional binding commitments thereof) referenced in (A) above, which is prepared by
a licensed surveyor satisfactory to Collateral Agent, (C) a flood zone determination issued by a national certification agency
to Collateral Agent indicating the flood zone for each Real Property, together with evidence that the mortgagee under the Mortgage
carries flood insurance reasonably satisfactory to Collateral Agent if such Real Property is located in a special flood hazard
area, and (D) if requested by the Collateral Agent, an opinion of local counsel to the applicable Credit Party(ies) in form and
substance reasonably satisfactory to the Collateral Agent.


 




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(c)          Notwithstanding
anything herein to the contrary, if the Collateral Agent determines that the cost of creating or perfecting any Lien on any property
is excessive in relation to the practical benefits afforded to the Lenders thereby, then such property may be excluded from the
Collateral for all purposes of the Credit Documents.


 


SECTION 8.14         [Reserved].


 


SECTION 8.15         Bank
Accounts.


 


(a)          On
the Closing Date, the Credit Parties shall have established and delivered to Collateral Agent a Control Agreement with respect
to each of their respective securities accounts, deposit accounts and investment property set forth on Schedule 7.25,
other than those accounts which (i) are used solely to fund payroll or employee benefits, so long as such payroll or employee benefit
account is a zero balance account or (ii) contain, at all times, less than $25,000 for any one account and $50,000 in the aggregate
for all such accounts (the accounts described in the preceding clauses (i)-(ii), the “Excluded Accounts”,
it being understood that no account maintained by the Parent or the Netherlands Subsidiaries with ABN AMRO, other than any such
account of the type described in the foregoing clause (i), shall be deemed to be an Excluded Account). For avoidance of doubt,
the parties acknowledge and confirm that the Vodafone Collection Accounts shall be deposit accounts in the name and under the sole
dominion and control of the Collateral Agent and, therefore, need not be subject to a Control Agreement with the Cash Management
Bank. The Credit Parties shall not allow (A) any Collections under in respect of the Vodafone Agreement (other than Collections
in respect of Transferred Receivables) or the Citibank Agreement to be deposited in any account other than Vodafone Euro Collection
Account in accordance with Section 4.06 or (B) any other Collections to be deposited to any accounts other than those listed on
Schedule 7.25; provided that so long as no Event of Default has occurred and is continuing, the Credit Parties may
establish new deposit accounts, commodities accounts or securities accounts so long as, prior to or concurrently with the time
such account is established: (i) the Credit Parties have delivered to the Agents an amended Schedule 7.25 including such
account and (ii) the Credit Parties have delivered to Collateral Agent a Control Agreement with respect to such account to the
extent such account is not an Excluded Account.


 


(b)          Each
Control Agreement shall provide, among other things, that (i) upon notice (a “Notice of Control”) from
the Collateral Agent, the bank, securities intermediary or other financial institution party thereto will comply with instructions
of the Collateral Agent directing the disposition of funds without further consent by the applicable Credit Party; provided
that the Collateral Agent agrees not to issue a Notice of Control unless an Event of Default has occurred and is then continuing,
and (ii) the bank, securities intermediary or other financial institution party thereto has no rights of setoff or recoupment or
any other claim against the account subject thereto, other than for payment of its service fees and other charges directly related
to the administration of such account and for returned checks or other items of payment. In the event Collateral Agent issues a
Notice of Control under any Control Agreement, all Collections or other amounts subject to such Control Agreement shall be transferred
as directed by the Collateral Agent and used to pay the Obligations in the manner set forth in Section 4.02(d).


 




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(c)          If,
notwithstanding the provisions of this Section 8.15, after the occurrence and during the continuance of an Event of Default
(or, the case of Collections under or in respect of the Vodafone Agreement or the Citibank Agreement, at any time, whether or not
an Event of Default has occurred and is continuing), the Credit Parties receive or otherwise have dominion over or control of any
Collections or other amounts, the Credit Parties shall hold such Collections and amounts in trust for the Collateral Agent and
shall not commingle such Collections with any other funds of any Credit Party or other Person or deposit such Collections in any
account other than (i) the Vodafone Euro Collection Account, in the case of Collections under or in respect of the Vodafone Agreement
or Citibank Agreement or (ii) those accounts set forth on Schedule 7.25, in the case of any other Collections (unless otherwise
instructed by the Collateral Agent).


 


(d)          The
Credit Parties shall cause all payments and other amounts payable by Iusacell under the Iusacell Agreement to be remitted directly
by Iusacell to a deposit account of the Borrower in the Netherlands which has been pledged to the Collateral Agent pursuant to
the Netherlands Security Documents and is subject to a Control Agreement in favor of the Collateral Agent. The Credit Parties acknowledge
and agree that to the extent any payments or other amounts due under the Iusacell Agreement are payable to ET Mexico, the remittance
of such payments and other amounts by Iusacell to such a deposit account of the Borrower shall be deemed to constitute a dividend
by ET Mexico to the Borrower and, from and after the Borrower’s receipt thereof, shall constitute property of the Borrower.


 


(e)          Within
five (5) Business Days after written request by Administrative Agent, the Credit Parties shall provide the Collateral Agent with
copies of all monthly (or other, periodic) bank (or other financial intermediary) statements of account with respect to all securities
accounts, deposit accounts and investment property of the Credit Parties.


 


SECTION 8.16         Annual
Lender Meeting. Parent will, and will cause each of its Subsidiaries to, upon the request by the Required Lenders, participate
in a meeting of the Lenders, so long as no Event of Default or Default under Section 10.01(i) shall have occurred and be
continuing, once each year, and otherwise as frequently as may be required by the Administrative Agent, during each fiscal year,
to be held via teleconference or in person at least once per year, at a time selected by the Administrative Agent and reasonably
acceptable to the Lenders and the Borrower. The purpose of this meeting shall be to present the Credit Parties’ previous
fiscal years’ financial results and to present the Credit Parties’ Budget for the current fiscal year..


 


SECTION 8.17         Post-Closing
Covenants. (a) Within 45 days after the Closing Date (or such later date as the Administrative Agent may agree), the Credit
Parties shall (a) execute and deliver to the Collateral Agent the Mexican Security Document referred to in clause (b) of the definition
thereof, in form and substance satisfactory to the Agents, (b) cause ET Mexico to execute and deliver to the Collateral Agent a
joinder to this Agreement pursuant to which ET Mexico shall become an additional Guarantor hereunder, the Mexican Guarantee and
the Mexican Security Document referred to in clause (a) of the definition thereof, each in form and substance satisfactory to the
Agents, (c) use its best efforts to cause to be executed and delivered to the Agents a consent and acknowledgment duly executed
by Iusacell pursuant to which Iusacell shall consent to the collateral assignment of the Credit Parties’ rights under the
Iusacell Agreement to the Collateral Agent pursuant to the Mexican Security Documents, which consent and acknowledgment shall be
reasonably satisfactory in form and substance to the Agents, (d) execute and deliver or cause to executed and delivered to the
Agents such opinions, certificates, resolutions and other documents as the Agents may reasonably require in connection with the
Mexican Guarantee and Mexican Security Documents, each in form and substance reasonably satisfactory to the Agents and (e) execute
and deliver or cause to be executed and delivered all such other documents and take or cause to be taken all such other actions
which the Collateral Agent shall require in order to provide the Collateral Agent with a first priority perfected security interest
in all of the equity interests in ET Mexico and all or substantially all of the assets of ET Mexico, including without limitation,
all rights of ET Mexico under the Iusacell Agreement.


 




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(b)          Within
30 days after the Closing Date (or such later date as the Administrative Agent may agree), the Credit Parties shall (i) deliver
to the Collateral Agent a true and correct copy of the Citibank Agreement between the Borrower and Citibank, such agreement to
be in form and substance satisfactory to the Collateral Agent, (ii) execute and deliver and cause Citibank to execute and deliver
to the Collateral Agent the Citibank Consent and Acknowledgment, such agreement to be in form and substance satisfactory to the
Collateral Agent and (iii) execute and deliver and cause Vodafone to execute and deliver to the Collateral Agent the Vodafone Consent
and Acknowledgement, such agreement to be in form and substance satisfactory to the Collateral Agent (with the date on which the
Credit Parties have satisfied all of the their obligations in the foregoing clauses (i) through (iii) being the “Vodafone/Citibank
Completion Date”).


 


(c)          Within
45 days after the Closing Date (or such later date as the Administrative Agent may agree), the Credit Parties shall execute and
deliver or cause to be executed and delivered to the Collateral Agent a Control Agreement with respect to all deposit accounts
of the U.S. Credit Parties with JPMorgan Chase Bank, N.A., which agreement shall be satisfactory in form and substance.


 


SECTION 8.18         Centre
of Main Interest. Each Netherlands Subsidiary shall maintain its centre of interest in the Netherlands for the purposes of
the Insolvency Regulation.


 


SECTION 8.19         Parallel
Debt.


 


(a)          Each
Netherlands Collateral Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent an amount equal to
the aggregate amount due in respect of the Corresponding Obligations as they may exist from time to time. The payment undertaking
of each of the Netherlands Collateral Parties under this Section 8.19 is to be referred to as a "Parallel Debt".


 


(b)          The
Parallel Debts of each of the Netherlands Collateral Parties will be payable in the currency or currencies of the Corresponding
Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due
and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within
the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debts without any notice being required.


 




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(c)          Each
of the parties to this Agreement hereby acknowledges that:


 


(i)          each
Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Agent which is separate and independent from,
and without prejudice to, the Corresponding Obligations of the relevant Netherlands Collateral Party; and


(ii)         each
Parallel Debt represents the Collateral Agent's own separate and independent claim to receive payment of the Parallel Debt from
the relevant Netherlands Collateral Party,


 


it being understood, in each case, that
pursuant to this Section 8.19(c) the amount which may become payable by each of the Netherlands Collateral Parties as a Parallel
Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations.


 


(d)          The
Collateral Agent hereby confirms and accepts that to the extent the Collateral Agent irrevocably receives any amount in payment
of a Parallel Debt, the Collateral Agent shall distribute that amount among the Secured Parties that are creditors of the relevant
Corresponding Obligations in accordance with Section 11.11 of this Agreement. Upon irrevocable receipt by the Collateral Agent
of any amount in payment of a Parallel Debt (a "Received Amount"), the Corresponding Obligations shall
be reduced, if necessary pro rata in respect of the Collateral Agent and each Secured Party individually, by amounts totaling an
amount (a "Deductible Amount") equal to the Received Amount in the manner as if the Deductible Amount were
received by the Collateral Agent and the Secured Parties as a payment of the Corresponding Obligations owed by the relevant Netherlands
Collateral Party on the date of receipt by the Collateral Agent of the Received Amount.


 


(e)          For
the purpose of this Section 8.19 the Collateral Agent acts in its own name and on behalf of itself and not as agent or representative
of any other Secured Party.


 


ARTICLE
IX


 


Negative Covenants


 


The Credit Parties
hereby covenant and agree that on the Closing Date and thereafter, until the Loans, together with interest, Fees and all other
Obligations incurred hereunder (other than Unasserted Contingent Obligations) are paid in full in accordance with the terms of
this Agreement:


 


SECTION 9.01         Limitation
on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create,
incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with
respect to any Indebtedness, except for:


 


(a)          Indebtedness
in respect of the Obligations;


 




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(b)          Indebtedness
existing as of the Closing Date which is identified on Part A of Schedule 7.24 and which is not otherwise permitted by this
Section 9.01, and any Refinancing Indebtedness in respect of such Indebtedness;


 


(c)          unsecured
Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries in respect of open accounts
extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period
of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves
in conformity with GAAP have been established on the books of such Credit Party and (ii) in respect of performance, surety or appeal
bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness
incurred through the borrowing of money or Contingent Liabilities in respect thereof;


 


(d)          Indebtedness
(i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such
Credit Party and its Subsidiaries (pursuant to purchase money mortgages or otherwise, whether owed to the seller or a third party)
used in the ordinary course of business of such Credit Party and its Subsidiaries (provided that such Indebtedness is incurred
within ninety (90) days of the acquisition of such property), and (ii) constituting Capitalized Lease Obligations; provided
that the principal amount of such Indebtedness under clauses (i) and (ii) shall not exceed $6,000,000 in the aggregate at any one
time outstanding;


 


(e)          [Reserved];


 


(f)          Guarantee
Obligations of any Credit Party in respect of Indebtedness otherwise permitted hereunder of the Borrower of any Subsidiary of the
Borrower which is a Credit Party;


 


(g)          non-recourse
Indebtedness incurred by the Borrower or any Subsidiary to finance the payment of insurance premiums;


 


(h)          intercompany
Indebtedness (A) between any Credit Parties, (B) or by any Credit Party owing to any Subsidiary that is not a Credit Party, so
long as such Indebtedness is subject to a subordination agreement (or evidenced by a note which includes subordination terms) in
form and substance satisfactory to Collateral Agent, (B) between any Subsidiaries that are not Credit Parties, and (C) by
any Subsidiary that is not a Credit Party owing to any Credit Party in an aggregate amount not to exceed, when combined with the
aggregate amount of Investments made pursuant to Section 9.05(d)(B), $500,000;


 


(i)          the
endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;


 


(j)          Indebtedness
in respect of netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred
in the ordinary course of business;


 




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(k)          Indebtedness
owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or
liability insurance to the Parent or any Subsidiary incurred in connection with such Person providing such benefits or insurance
pursuant to customary reimbursement or indemnification obligations to such Person;


 


(l)          Indebtedness
in respect of surety bonds, performance bonds and similar instruments issued in an aggregate amount not to exceed (i) $250,000
in respect of each such surety bond, performance bond and similar instrument or (ii) $1,000,000 in respect of all such surety bonds,
performance bonds and similar instruments in the aggregate;


 


(m)          Indebtedness
relating to judgments, including appeal bonds, or awards not constituting an Event of Default under Section 10.01(g);


 


(n)          Indebtedness
representing letters of credit for the account of any Credit Party intended to provide security for payment obligations in the
ordinary course of business; and


 


(o)          other
unsecured Indebtedness in an aggregate amount at any time outstanding not to exceed $100,000.


 


SECTION 9.02         Limitation
on Liens. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur,
assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any such
Person (including its Capital Stock), whether now owned or hereafter acquired, except for the following (collectively, the “Permitted
Liens”):


 


(a)          Liens
securing payment of the Obligations;


 


(b)          Liens
existing as of the Closing Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(b),
and Refinancing Indebtedness in respect of such Indebtedness; provided that no such Lien shall encumber any additional property
and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing
Date (as such Indebtedness may be permanently reduced subsequent to the Closing Date) except to the extent permitted by Section
9.01(b);


 


(c)          Liens
securing Indebtedness of the type permitted under Section 9.01(d); provided that (i) such Lien is granted within
ninety (90) days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost
and the fair market value of the applicable property, improvements or equipment at the time of such acquisition (or construction)
and (iii) such Lien secures only the assets that are the subject of the Indebtedness referred to in such clause and the proceeds
thereof;


 


(d)          Liens
arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course
of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution
of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books;


 




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(e)          Liens
incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance
or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases
or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations
on surety, appeal or performance bonds;


 


(f)          judgment
Liens which do not otherwise result in an Event of Default under Section 10.01(g);


 


(g)          easements,
rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in
any material respect with the value or use of the property to which such Lien is attached;


 


(h)          Liens
for Taxes, assessments or other governmental charges or levies not yet due and payable, or that are being diligently contested
in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have
been established on its books;


 


(i)          Liens
arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s
Liens, rights of set-off or similar rights and remedies covering deposit or securities accounts (including funds or other assets
credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable
provisions of Section 8.15 have been complied with, in respect of such deposit accounts;


 


(j)          any
interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings with respect
thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets
so leased, licensed or subleased;


 


(k)          Liens
solely on any cash earnest money deposits made by such Person in connection with any letter of intent or purchase agreement permitted
hereunder;


 


(l)          Liens
of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable
Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and
related expenses to the extent such Indebtedness is permitted hereunder;


 


(m)          Liens
on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing
is permitted under Section 9.01(h);


 


(n)          Liens
(including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits;


 


(o)          deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds,
letters of credit and other obligations of a like nature, in each case in the ordinary course of business; and


 




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(p)          other
Liens with respect to which the aggregate amount of the obligations secured thereby does not exceed $100,000.


 


Notwithstanding anything to the contrary
set forth in this Section 9.02, in no event shall any Credit Party create, incur, assume or suffer to exist any Lien (other than
Liens in favor of the Collateral Agent pursuant to the Credit Documents) upon the rights of any Credit Party or Subsidiary under
any Material Contract (including without limitation, the Vodafone Agreement, the Citibank Agreement or the Iusacell Agreement)
or any accounts receivable, Collections or proceeds arising thereunder or with respect thereto.


 


SECTION 9.03         Consolidation,
Merger, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to liquidate or dissolve, consolidate
with, or merge into or with, any other Person or purchase or otherwise acquire all or substantially all of the assets of any Person
(or any division thereof); provided that (a) any Credit Party (other than the Parent) or Subsidiary of any Credit Party
may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower (so long as the Borrower is the surviving
entity), (b) any Guarantor (other than the Parent) may liquidate or dissolve voluntarily into, and may merge with and into any
other Guarantor organized under the laws of the same jurisdiction, (c) the assets or Capital Stock of any Credit Party may be purchased
or otherwise acquired by the Borrower, (d) the assets or Capital Stock of any Guarantor (other than the Parent) may be purchased
or otherwise acquired by any Credit Party, and (e) the assets of any Subsidiary that is not a Credit Party may be purchased or
otherwise acquired by any Credit Party.


 


SECTION 9.04         Permitted
Dispositions. Each Credit Party will not, and will not permit any of its Subsidiaries, to make a Disposition, or enter into
any agreement to make a Disposition, of such Credit Party’s or such other Person’s assets (including Accounts Receivable
and Capital Stock of Subsidiaries) to any Person in one transaction or a series of related transactions unless such Disposition:


 


(a)          is
in the ordinary course of its business and is of obsolete, surplus or worn out property or property no longer used in its business;
or


 


(b)          is
made as a consequence of any loss, damage, distribution or other casualty or any condemnation or taking of such assets by eminent
domain proceedings; or


 


(c)          is
for fair market value and the following conditions are met:


 


(i)          the
aggregate amount of Dispositions during any fiscal year shall not exceed $1,000,000 and the amount of any single Disposition shall
not exceed $250,000;


 


(ii)         immediately
prior to and immediately after giving effect to such Disposition, no Default or Event of Default shall have occurred and be continuing
or would result therefrom;


 


(iii)        the
Borrower applies any Net Disposition Proceeds arising therefrom pursuant to Section 4.02(a)(ii); and


 






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(iv)        no
less than eighty percent (80%) of the consideration received for such sale, transfer, lease, contribution or conveyance is received
in cash;


 


(d)          is
a sale of Inventory in the ordinary course of business;


 


(e)          is
a sale or disposition of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar
replacement equipment, or the proceeds of such Dispositions are reasonably promptly applied to the purchase price of similar replacement
equipment, all in the ordinary course of business in accordance with Section 4.02(a)(ii);


 


(f)          is
an abandonment, failure to renew, or other disposition in the ordinary course of business of any intellectual property that is
not material to the conduct of the business of any Credit Party or any Subsidiary of such Credit Party;


 


(g)          is
otherwise permitted by Section 9.03, Section 9.05(d) or Section 9.05(h);


 


(h)          is
by (i) any Credit Party or Subsidiary thereof to the Borrower, (ii) any Subsidiary of a Credit Party (other than the Borrower)
to any Credit Party, (iii) any Credit Party (other than the Borrower) to another Credit Party, or (iv) by any Subsidiary that is
not a Credit Party to any other Subsidiary that is not a Credit Party;


 


(i)        
  consists of the granting of Permitted Liens;


 


(j)         
 consists of a Disposition of cash or Cash Equivalents;


 


(k)          is
a sale or discount of accounts receivable arising in the ordinary course of business in connection with the collection thereof;


 


(l)      
   consists of the leasing (pursuant to leases entered into in the ordinary course of business) or
licensing of real or personal property in the ordinary course of business;


 


(m)          is
a disposition of Real Property to a Governmental Authority that results from a condemnation; or


 


(n)          is
a disposition of Transferred Receivables for cash by the Borrower to Citibank pursuant to the Citibank Agreement consistent with
past practice, provided that (i) from the Closing Date until the Vodafone/Cititbank Completion Date, all payments and other amounts
payable by Citibank in respect of each such disposition are remitted directly by Citibank to the Borrower and, immediately upon
receipt by the Borrower, remitted by the Borrower to the Collateral Agent for deposit in the Vodafone Euro Collection Account in
accordance with Section 4.06 and (ii) from and after the Vodafone/Citibank Completion Date, all payments and other amounts payable
by Citibank in respect of each such disposition are remitted directly by Citibank to the Vodafone Euro Collection Account in accordance
with Section 4.06 and the Citibank Consent and Acknowledgment.


 






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Notwithstanding anything to the contrary
set forth in this Section 9.04, in no event shall any Credit Party sell, transfer, assign or otherwise dispose of (other than in
connection with (i) the grant of a Lien in favor of the Collateral Agent pursuant to the Credit Documents or (ii) the sale of Transferred
Receivables for cash by the Borrower to Citibank consistent with past practice pursuant to the Citibank Agreement) any of its rights
under or in respect of any Material Contract (including without limitation, the Vodafone Agreement, the Citibank Agreement or the
Iusacell Agreement) or any accounts receivable, Collections or proceeds arising thereunder or with respect thereto. The Collateral
Agent and the Lenders hereby agree that the security interest of the Collateral Agent in a Transferred Receivable proposed to be
sold by the Borrower to Citibank under the Citibank Agreement shall be deemed to be automatically released upon Citibank committing
to purchase such Transferred Receivable in accordance with the terms of the Citibank Agreement.


 


SECTION 9.05         Investments.
Each Credit Party will not, and will not permit any of its Subsidiaries to, purchase, make, incur, assume or permit to exist any
Investment in any other Person, except:


 


(a)          Investments
existing on the Closing Date and identified in Schedule 9.05;


 


(b)          Investments
in cash and Cash Equivalents;


 


(c)          Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers
and suppliers, in each case in the ordinary course of business;


 


(d)          Investments
by way of contributions to capital or purchases of Capital Stock (A) by any Credit Party in any of its Subsidiaries that are Credit
Parties or by any Subsidiary that is not a Credit Party in any Credit Party; provided that such Credit Party or such Subsidiary
shall be required to comply with Section 9.01(i)(A) in the event such Investment constitutes Indebtedness of the party making
such Investment, (B) by any Credit Party in any Subsidiary that is not a Credit Party in an aggregate amount at any time not to
exceed, when combined with the aggregate principal amount of Indebtedness incurred pursuant to Section 9.01(i)(C), $500,000,
and (C) by any Subsidiary that is not a Credit Party in another Subsidiary that is not a Credit Party;


 


(e)          Investments
constituting (i) Accounts Receivable arising, (ii) trade debt granted, or (iii) deposits made in connection with the purchase price
of goods or services, in each case in the ordinary course of business;


 


(f)          Investments
consisting of any deferred portion of the sales price received by any Credit Party in connection with any Disposition permitted
under Section 9.04;


 


(g)          other
Investments in an aggregate principal amount at any time not to exceed $500,000;


 


(h)          intercompany
Indebtedness permitted pursuant to Section 9.01(i);


 


(i)      
    the maintenance of deposit accounts in the ordinary course of business so long as the applicable
provisions of Section 8.15 have been complied with in respect of such deposit accounts;


 






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(j)       
   Guarantee Obligations to the extent permitted by Section 9.01(e);


 


(k)          loans
and advances to officers, directors and employees of any Credit Party for reasonable and customary business related travel expenses,
entertainment expenses, moving expenses and similar expenses, in each case incurred in the ordinary course of business, in an aggregate
principal amount at any time not to exceed $100,000;


 


(l)      
    Investments consisting of loans made in lieu of Restricted Payments which are otherwise permitted
under Section 9.06;


 


(m)         Permitted
Acquisitions; and


 


(n)          Deposits,
prepayments and other credits to suppliers and deposits in connection with lease obligations, taxes, insurance and similar items,
in each case made in the ordinary course of business and securing contractual obligations of a Credit Party, in each case to the
extent constituting a Permitted Lien;


 


provided that no Investment otherwise
permitted under clauses (g) or (k) shall be permitted to be made if any Default or Event of Default has occurred and is continuing
or would result therefrom. Notwithstanding anything herein to the contrary, each Credit Party will not, and will not permit any
of its Subsidiaries to, create or form any Foreign Subsidiary that is organized under the laws of the any jurisdiction other than
the Netherlands or Mexico.


 


SECTION 9.06         Restricted
Payments. Each Credit Party will not, and will not permit any of its Subsidiaries, to make any Restricted Payment, or make
any deposit for any Restricted Payment, other than:


 


(a)          Restricted
Payments by any Subsidiary of a Credit Party to (i) its direct parent, so long as such parent is a direct or indirect wholly-owned
subsidiary of the Parent or (ii) the Borrower; and


 


(b)          Restricted
Payments by any Credit Party or any its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional
shares of its common stock (other than Disqualified Capital Stock)..


 


SECTION 9.07         Prepayments
and Modification of Certain Agreements.  Each Credit Party will not, and will not
permit any of its Subsidiaries to:


 


(a)          Except
as expressly permitted by Section 9.06, make any payment on account of Indebtedness that has been contractually subordinated in
right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions
applicable thereto.


 






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(b)          Consent
to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect
to the terms or provisions contained in (i) any Organization Documents, in each case, other than any amendment, supplement, waiver,
termination, modification or forbearance (A) that is not materially adverse to the Secured Parties and (B) notice of which was
received by the Administrative Agent at least ten (10) Business Days' (or such shorter period as the Administrative Agent may permit
in its sole discretion) prior to its effectiveness, (ii) any document, agreement or instrument evidencing or governing any Indebtedness
that has been subordinated to the Obligations in right of payment or any Liens that have been subordinated in priority to the Liens
of the Administrative Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the
subordination agreement applicable thereto, or (iii) the Vodafone Agreement, the Citibank Agreements, the Iusacell Agreement or
any other agreement with any Material Customer, in each case, other than any amendment, supplement, waiver or modification (A)
that is not materially adverse to the Secured Parties and (B) notice of which was received by the Administrative Agent at least
ten (10) Business Days' (or such shorter period as the Administrative Agent may permit in its sole discretion) prior to its effectiveness.


 


SECTION 9.08         Sale
and Leaseback. Each Credit Party will not, and will not permit any of its Subsidiaries, directly or indirectly, to enter into
any agreement or arrangement providing for the sale or transfer by it of any property (now owned or hereafter acquired) to a Person
and the subsequent lease or rental of such property or other similar property from such Person.


 


SECTION 9.09         Transactions
with Affiliates. Except as set forth on Schedule 9.09, each Credit Party will not, and will not permit any of its Subsidiaries,
to enter into or cause or permit to exist any arrangement, transaction or contract (including for the purchase, lease or exchange
of property or the rendering of services) with any Affiliate (other than arrangements, transactions or contracts solely among the
Credit Parties) except (a) on fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than it could
obtain in an arm’s-length transaction with a Person that is not an Affiliate, (b) any transaction expressly permitted under
Section 9.01(i), Section 9.01(o), Section 9.03, Section 9.05(d), Section 9.05(h), Section
9.05(j), Section 9.05(l), Section 9.05(m), Section 9.05(n) or Section 9.06, (c) so long as it has
been approved by the Borrower’s or its applicable Subsidiary’s Board in accordance with Applicable Law, (i) customary
fees to, and indemnifications of, non-officer directors of the Credit Parties and their respective Subsidiaries pursuant to Section
9.06(a) or (ii) the payment of reasonable and customary compensation and indemnification arrangements and benefit plans for
officers and employees of the Credit Parties and their respective Subsidiaries in the ordinary course of business, and (d) transactions
among Subsidiaries that are not Credit Parties in the ordinary course of business.


 


SECTION 9.10         Restrictive
Agreements, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other
than a Credit Document) prohibiting:


 


(a)          the
creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired;


 


(b)          the
ability of such Person to amend or otherwise modify any Credit Document; or


 


(c)          the
ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances,
repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments.


 






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The foregoing prohibitions shall not apply
to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with
or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) governing any
Indebtedness permitted by Section 9.01(d) as to the transfer of assets financed with the proceeds of such Indebtedness,
(ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any
of its Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract or licensed intellectual
property entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (iv) for the transfer
of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement.


 


SECTION 9.11         Hedging
Agreements. Each Credit Party will not, and will not permit any of its Subsidiaries to, enter into any Hedging Agreement, except
(a) Hedging Agreements entered into to hedge or mitigate risks to which such Credit Party or such Subsidiary has actual exposure
(other than those in respect of Capital Stock) and (b) Hedging Agreements entered into in order to effectively cap, collar or exchange
interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of such Credit Party or such Subsidiary.


 


SECTION 9.12         Changes
in Business and Fiscal Year. Each Credit Party will not, and will not permit any of its Subsidiaries to:


 


(a)          engage
in any business activity other than such business activities described on Schedule 9.12 and business activities incidental
or reasonably related thereto;


 


(b)          modify
or change its fiscal year or its method of accounting (other than (i) as may be required to conform to GAAP or (ii) to
the extent consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed); or


 


(c)          permit
Asesores to own any material assets, have or generate any material revenues and or conduct any material business activities.


 


SECTION 9.13         Financial
Covenants. The Credit Parties will not permit:  Maximum Total Leverage Ratio. The
Total Leverage Ratio, as of the last day of each Test Period set forth below, to be greater than the Total Leverage Ratio set
forth below opposite such Test Period:


 


	Test Period	 	Total Leverage Ratio
	December 31, 2014	 	6.75:1.00
	March 31, 2015	 	4.75:1.00
	June 30, 2015	 	3.50:1.00
	September 30, 2015	 	2.75:1.00
	December 31, 2015	 	2.50:1.00
	March 31, 2016	 	2.25:1.00
	June 30, 2016 and the last day of each fiscal quarter thereafter	 	2.00:1.00



  






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(b)          Minimum
Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio, as of the last day of each Test Period set forth below, to be
less than the Fixed Charge Coverage Ratio set forth below opposite such Test Period:


 


	Test Period	 	Fixed Charge Coverage Ratio
	September 30, 2015	 	0.45:1.00
	December 31, 2015	 	0.80:1.00
	March 31, 2016	 	1.00:1.00
	June 30, 2016	 	1.25:1.00
	September 30, 2016 and the last day of each fiscal quarter thereafter	 	1.50:1.00
	 	 	 



(c)          Maximum
Consolidated Maintenance Capital Expenditures. Consolidated Maintenance Capital Expenditures, for each Test Period ending on
each date set forth below, to be greater than the amount set forth below opposite such Test Period:


 


	Test Period	 	Consolidated Maintenance 

Capital Expenditures Amount	 
	December 31, 2014	 	$	5,000,000	 
	December 31, 2015 
	 	$	6,000,000	 
	December 31, 2016	 	$	6,000,000	 
	December 31, 2017	 	$	6,000,000	 



 


(d)          Minimum
Adjusted EBITDA. The Adjusted EBITDA, for each Test Period ending on each date set forth below, to be less than the amount
set forth below opposite such Test Period:


 


	Test Period	 	Adjusted EBITDA Amount	 
	December 31, 2014	 	$	2,750,000	 
	March 31, 2015	 	$	4,000,000	 
	June 30, 2015	 	$	5,250,000	 
	September 30, 2015	 	$	6,750,000	 
	December 31, 2015 and the last day of each fiscal quarter thereafter	 	$	7,750,000	 



 


In addition, the Credit
Parties will not permit Adjusted EBITDA for any Test Period to be less than 75% of Adjusted EBITDA for the immediately preceding
Test Period.


 






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ARTICLE
X



Events of Default


 


SECTION 10.01    Listing
of Events of Default. Each of the following events or occurrences described in this Section 10.01 shall
constitute an “Event of Default”: 


 


(a)          Non-Payment
of Obligations. The Borrower shall default in the payment of:


 


(i)          any
principal of any Loan when such amount is due; or


 


(ii)         any
interest on any Loan and such default shall continue unremedied for a period of two (2) Business Days after such amount is due;
or


 


(iii)        any
fee described in Article III or any other monetary Obligation, and such default shall continue unremedied for a period of
three (3) Business Days after such amount is due.


 


(b)          Breach
of Representations or Warranties. Any representation or warranty by any Credit Party made or deemed to be made in any Credit
Document (including any certificates delivered pursuant to Article V), is or shall be incorrect when made or deemed to have
been made.


 


(c)          Non-Performance
of Certain Covenants and Obligations. Any Credit Party shall default in the due performance or observance of any of its obligations
under Section 8.01, Section 8.02, Section 8.03, Section 8.04, Section 8.10, Section 8.11, Section 8.12, Section 8.15, Section
8.17, Section 8.18, or Article IX, or any Credit Party shall default in the due performance or observance of its obligations under
any covenant applicable to it under any Security Document (subject to any grace or cure period specified in such Security Document).


 


(d)          Non-Performance
of Other Covenants and Obligations. Any Credit Party shall default in the due performance or observance of any of its obligations
under Section 8.05 (solely with respect to such Credit Party’s maintenance of good standing in its jurisdiction of
organization), Section 8.06, Section 8.07 or Section 8.16, and such default shall continue unremedied for
a period of ten (10) days after the occurrence thereof.


 


(e)          Non-Performance
of Other Covenants and Obligations. Any Credit Party shall default in the due performance and observance of any obligation
contained in any Credit Document executed by it (other than as specified in Sections 10.01(a), 10.01(b). 10.01(c),
or 10.01(d)), and such default shall continue unremedied for a period of twenty (20) days after the occurrence thereof.


 






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(f)          Default
on Other Indebtedness. (i) a default shall occur in the payment of any amount when due (subject to any applicable grace period),
whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than
the Obligations) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in
the aggregate, in excess of $500,000, or a default shall occur in the performance or observance of any obligation or condition
with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of such Indebtedness or to permit
the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to
become immediately due and payable, or (ii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having
a principal or stated amount, individually or in the aggregate, in excess of $500,000 shall otherwise be required to be prepaid,
redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed
maturity).


 


(g)          Judgments.
Any judgment or order for the payment of money individually or in the aggregate in excess of $500,000 (exclusive of any amounts
covered by insurance (less any applicable deductible) and as to which the insurer has acknowledged its responsibility to cover
such judgment or order) shall be rendered against any Credit Party or any of its Subsidiaries and such judgment shall not have
been vacated or discharged or stayed or bonded pending appeal within thirty (30) days after the entry thereof or enforcement proceedings
shall have been commenced by any creditor upon such judgment or order.


 


(h)          Plans.
Any of the following events shall occur with respect to any Plan:


 


(i)          the
institution of any steps by any Credit Party, any Subsidiary of a Credit Party, any ERISA Affiliate or any other Person to terminate
or partially terminate a Plan if, as a result of such termination or partial termination, any Credit Party or Subsidiary of any
Credit Party could be required to make a contribution to such Plan, or could reasonably be expected to incur a liability or obligation
to such Plan, in excess of $500,000 in the aggregate;


 


(ii)         there
is or arises any potential withdrawal liability under Section 4201 of ERISA, if any Credit Party, any Subsidiary of a Credit
Party or any ERISA Affiliate were to completely or partially withdraw from one or more Multiemployer Plans, in excess of $350,000,
in the aggregate;


 


(iii)        a
contribution failure occurs with respect to any Plan sufficient to give rise to a Lien under Sections 303(k) or 4068 of ERISA or
Section 430(k) of the Code, or


 


(iv)        any
Plan that is an employer stock ownership plan is amended to reduce or eliminate the Distribution Restriction, if any.


 


(i)      
    Bankruptcy, Insolvency, etc. Any Credit Party or any of its Subsidiaries shall:


 


(i)          become
insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become
due;


 


(ii)         apply
for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any substantial part
of the assets or other property of any such Person, or make a general assignment for the benefit of creditors;


 






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(iii)        in
the absence of such application, consent or acquiesce to or permit or suffer to exist, the appointment of a trustee, receiver,
sequestrator or other custodian for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator
or other custodian shall not be discharged within sixty (60) days; provided that each Credit Party hereby expressly authorizes
each Secured Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and
defend their rights under the Credit Documents;


 


(iv)        permit
or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy
or insolvency law or any dissolution, winding up or liquidation proceeding, in respect thereof, and, if any such case or proceeding
is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person, or shall result
in the entry of an order for relief or shall remain for sixty (60) days undismissed; provided that each Credit Party hereby
expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60-day period
to preserve, protect and defend their rights under the Credit Documents; or


 


(v)         take
any action authorizing, or in furtherance of, any of the foregoing.


 


(j)       
   Netherlands Insolvency Event. A Netherlands Insolvency Event shall occur.


 


(k)          Impairment
of Security, etc. Any Credit Document or any Lien granted thereunder shall (except in accordance with its terms), in whole
or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Credit
Party party thereto with respect to Collateral in an aggregate amount in excess of $100,000, or any Credit Party or any other Person
shall, directly or indirectly, contest or limit in any manner such effectiveness, validity, binding nature or enforceability; or,
except as permitted under any Credit Document, any Lien securing any Obligation shall, in whole or in part, cease to be a perfected
Lien with respect to Collateral in an aggregate amount in excess of $100,000 (other than as a result of voluntary and intentional
discharge of the Lien by the Collateral Agent).


 


(l)      
    Change of Control. Any Change of Control shall occur.


 


(m)         Hedging
Agreement. Any Credit Party or any of its Subsidiaries shall (i) default in making any payment or delivery due on the last
payment, delivery or exchange date of, or any payment due on early termination of, any Hedging Agreement, in each case beyond the
period of grace, if any, provided in such Hedging Agreement, or (ii) defaults in the observance or performance of any other agreement
or condition relating to any such Hedging Agreement, or any other event shall occur or condition exist, the effect of which default
or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on
behalf of such holder or beneficiary) to cause, after the giving of notice if required or the elapse of any grace period, a liquidation,
acceleration or early termination of such Hedging Agreement.


 






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(n)          Restraint
of Operations; Loss of Assets. If any Credit Party or any Subsidiary of a Credit Party is enjoined, restrained, or in any way
prevented by court order or other Governmental Authority from continuing to conduct all or any material part of its business affairs
or if any material portion of any Credit Party’s or any of its Subsidiaries’ assets is attached, seized, subjected
to a writ or distress warrant, or is levied upon, or comes into the possession of any third Person and the same is not discharged
before the earlier of 30 days after the date it first arises or 5 days prior to the date on which such property or asset is subject
to forfeiture by such Credit Party or the applicable Subsidiary.


 


(o)          Termination
of Key Contracts. (i) Any Credit Party or Subsidiary shall default in the performance of any of its obligations under any Key
Contract and such default shall entitle the other party to such Key Contract to terminate such Key Contract or withhold or reduce
the amount of any payment payable to any Credit Party or Subsidiary thereunder or (ii) any Key Contract is terminated or the other
party to any Key Contract notifies any Credit Party or Subsidiary that it intends to terminate or not renew such Key Contract.


 


(p)          Material
Adverse Effect. Any Material Adverse Effect shall occur.


 


SECTION 10.02         Remedies
Upon Event of Default. If any Event of Default under Section 10.01(i) shall occur for any reason, whether voluntary
or involuntary, all of the outstanding principal amount of the Term Loans and other Obligations, together with any Prepayment Premiums,
shall automatically be due and payable and any commitments shall be terminated, in each case, without further notice, demand or
presentment. If any Event of Default (other than any Event of Default under Section 10.01(i)) shall occur for any reason,
whether voluntary or involuntary, and be continuing, the Administrative Agent may, and upon the direction of the Required Lenders,
the Administrative Agent shall, by notice to the Borrower declare all or any portion of the outstanding principal amount of the
Loans and other Obligations to be due and payable and any commitment shall be terminated, whereupon the full unpaid amount of such
Loans and other Obligations that shall be so declared due and payable shall be and become immediately due and payable, together
with any Prepayment Premiums, in each case, without further notice, demand or presentment. The Lenders and the Collateral Agent
shall have all other rights and remedies available at law or in equity or pursuant to any Credit Documents.


 






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ARTICLE
XI



The Agents


 


SECTION 11.01         Appointment.
Each Lender (and, if applicable, each other Secured Party) hereby appoints Atalaya as its Collateral Agent under and for purposes
of each Credit Document, and hereby authorizes the Collateral Agent to act on behalf of such Lender (or if applicable, each other
Secured Party) under each Credit Document, other than under the Netherlands Security Documents, and, in the absence of other written
instructions from the Lenders pursuant to the terms of the Credit Documents received from time to time by the Collateral Agent,
to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by the terms
hereof and thereof, together with such powers as may be incidental thereto. Each Lender (and, if applicable, each other Secured
Party) hereby appoints Atalaya as its Administrative Agent under and for purposes of each Credit Document and hereby authorizes
the Administrative Agent to act on behalf of such Lender (or, if applicable, each other Secured Party) under each Credit Document
and, in the absence of other written instructions from the Lenders pursuant to the terms of the Credit Documents received from
time to time by the Administrative Agent, to exercise such powers hereunder and thereunder as are specifically delegated to or
required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be incidental thereto. Each
Lender (and, if applicable, each other Secured Party) hereby irrevocably designates and appoints each Agent as the agent of such
Lender. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary relationship with any Lender or other Secured Party, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document
or otherwise exist against any Agent. Anything contained in any of the Credit Documents to the contrary notwithstanding, the Borrower,
the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right
individually to realize upon any of the Collateral or to enforce the Security Agreement or any other Security Documents, it being
understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Agents, on behalf of the Secured
Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents may be exercised solely
by the Agents, and (ii) in the event of a foreclosure by any of the Agents on any of the Collateral pursuant to a public or private
sale or other disposition, any Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such
sale or other disposition and each Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders
in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled,
for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations (including Obligations owed to any other Secured Party) as a credit
on account of the purchase price for any Collateral payable by such Agent at such sale or other disposition.


 


SECTION 11.02         Delegation
of Duties. Each Agent may execute any of its duties under this Agreement and the other Credit Documents by or through agents
or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall
be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.


 


SECTION 11.03         Exculpatory
Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys in fact or Affiliates
shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this
Agreement or any other Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision
of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, bad faith or willful
misconduct) or (b) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations
or warranties made by any Credit Party or any officer thereof contained in this Agreement or any other Credit Document or in any
certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection
with, this Agreement or any other Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency
of this Agreement or any other Credit Document or for any failure of any Credit Party or other Person to perform its obligations
hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect
the properties, books or records of any Credit Party.


 






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SECTION 11.04         Reliance
by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including counsel to the Credit Parties), independent accountants and other experts selected by
such Agent. The Agents may deem and treat the payee of any note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the Agents. Each Agent shall be fully justified in failing
or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence
of the Required Lenders (or, if so specified by this Agreement, all or other requisite Lenders) as it deems appropriate or it shall
first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by
reason of taking or continuing to take any such action. The Agents shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Lenders (or, if so
specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Loans and all other Secured Parties.


 


SECTION 11.05         Notice
of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event
of Default hereunder, except with respect to any Default or Event of Default in the payment of principal, interest and fees required
to be paid to the Administrative Agent for the account of the Lenders unless the Administrative Agent has received notice from
a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice
is a “notice of default”. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of
any Default or Event of Default hereunder unless the Collateral Agent has received notice from a Lender or the Borrower referring
to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.
In the event that an Agent receives such a notice, such Agent shall give notice thereof to the other Agent and the Lenders. Each
Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders
(or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement); provided
that unless and until each Agent shall have received such directions, the Agents may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or Event of Default as such Agent shall deem advisable
in the best interests of the Secured Parties.


 






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SECTION 11.06         Non
Reliance on Agents and Other Lenders. Each Lender (and, if applicable, each other Secured Party) expressly acknowledges that
neither the Agents nor any of their respective officers, directors, employees, agents, attorneys in fact or Affiliates have made
any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a
Credit Party or any Affiliate of a Credit Party, shall be deemed to constitute any representation or warranty by any Agent to any
Lender or any other Secured Party. Each Lender (and, if applicable, each other Secured Party) represents to the Agents that it
has, independently and without reliance upon any Agent or any other Lender or any other Secured Party, and based on such documents
and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Credit Parties and their Affiliates and made its own decision to make
its Loans hereunder. Each Lender (and, if applicable, each other Secured Party) also represents that it will, independently and
without reliance upon any Agent or any other Lender or any other Secured Party, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Credit Documents, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, financial and other condition and creditworthiness of the Credit Parties and their Affiliates.
Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent hereunder, the Agents
shall not have any duty or responsibility to provide any Lender or any other Secured Party with any credit or other information
concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Credit
Party or any Affiliate of a Credit Party that may come into the possession of such Agent or any of its officers, directors, employees,
agents, attorneys in fact or Affiliates.


 


SECTION 11.07         Indemnification.
The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without
limiting the obligation of the Credit Parties to do so), ratably according to their respective Total Credit Exposure in effect
on the date on which indemnification is sought under this Section 11.07 (or, if indemnification is sought after the date
upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Total
Credit Exposure immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after
the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Credit Documents, or any documents contemplated by or referred to herein or therein
or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any
of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence, bad faith or willful misconduct.
The agreements in this Section 11.07 shall survive the payment of the Loans and all other amounts payable hereunder.


 


SECTION 11.08         Agent
in Its Individual Capacity. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with any Credit Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it,
each Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise
the same as though it were not an Agent, and the terms “Lender”, “Lenders”, “Secured Party”
and “Secured Parties” shall include each Agent in its individual capacity.


 






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SECTION 11.09         Successor
Agents.


 


(a)          Either
Agent may resign as Agent upon twenty (20) days’ notice to the Lenders, such other Agent and the Borrower. If either Agent
shall resign as such Agent in its applicable capacity under this Agreement and the other Credit Documents, then the Required Lenders
shall appoint a successor agent, which successor agent shall (unless an Event of Default shall have occurred and be continuing)
be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor
agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative
Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment
and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without
any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the
Loans. If no applicable successor agent has accepted appointment as such Agent in its applicable capacity by the date that is twenty
(20) days following such retiring Agent’s notice of resignation, such retiring Agent’s resignation shall nevertheless
thereupon become effective and the Lenders shall assume and perform all of the duties of such Agent hereunder until such time,
if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Agent’s resignation as
the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article XI shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Credit Documents.


 


(b)          For
purposes of any Netherlands Security Document or any other right of pledge governed by the laws of the Netherlands, any resignation
by the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under
the Parallel Debts have been assigned and assumed to the successor agent. The Collateral Agent will reasonably cooperate in transferring
its rights and obligations under the Parallel Debts to any such successor agent and will reasonably cooperate in transferring all
rights under any Netherlands Security Document or any Security Document governed by the laws of the Netherlands (as the case may
be) to such successor agent.


 


SECTION 11.10         Agents
Generally. Except as expressly set forth herein, no Agent shall have any duties or responsibilities hereunder in its capacity
as such.


 


SECTION 11.11         Restrictions
on Actions by Secured Parties; Sharing of Payments; Specified Hedging Agreement.


 


(a)          Each
of the Lenders agrees that it shall not, without the express written consent of the Collateral Agent, and that it shall, to the
extent it is lawfully entitled to do so, upon the written request of Collateral Agent, set off against the Obligations, any amounts
owing by such Lender to any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or
any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall
not, unless specifically requested to do so in writing by Collateral Agent, take or cause to be taken any action, including, the
commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any
Lien on, or otherwise enforce any security interest in, any of the Collateral.


 






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(b)          Subject
to Section 12.08(a), if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise,
any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by
such Lender from the Agents pursuant to the terms of this Agreement, or (ii) payments from the Agents in excess of such Lender’s
pro rata share of all such distributions by Agents, such Lender promptly shall (A) turn the same over to the Collateral Agent,
in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent, or in immediately available
funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable
provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations
owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with
their pro rata shares; provided that to the extent that such excess payment received by the purchasing party is thereafter
recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable
portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent
that such purchasing party is required to pay interest in connection with the recovery of the excess payment.


 


(c)          The
benefit of the provisions of the Credit Documents directly relating to the Collateral or any Lien granted thereunder shall extend
to and be available to any Secured Party that is not an Agent or a Lender as long as, by accepting such benefits, such Secured
Party agrees, as among the Agents and all other Secured Parties, that such Secured Party is bound by (and, if requested by any
Agent, shall confirm such agreement in a writing in form and substance acceptable to the such Agent) this Article XI, including
Sections 11.11(a) and (b), and the decisions and actions of the Agents and the Required Lenders (or, where expressly
required by the terms of this Agreement, a greater proportion of the Lenders) to the same extent a Lender is bound; provided
that, notwithstanding the foregoing, (i) except as set forth specifically herein, each Agent and each Lender shall be entitled
to act in its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such
Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected
or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (ii) except as specifically
set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect
to, any action taken or omitted in respect of the Collateral or under any Credit Document.


 


SECTION 11.12         Agency
for Perfection. Collateral Agent hereby appoints each other Secured Party as its agent and as sub-agent for the other Secured
Parties (and each Secured Party hereby accepts such appointment) for the purpose of perfecting all Liens with respect to the Collateral,
including with respect to assets which, in accordance with Article VIII or Article IX, as applicable, of the Uniform
Commercial Code of any applicable state can be perfected only by possession or control. Should any Secured Party obtain possession
or control of any such Collateral, such Secured Party shall notify Collateral Agent thereof, and, promptly upon Collateral Agent’s
request therefor shall deliver possession or control of such Collateral to Collateral Agent and take such other actions as agent
or sub-agent in accordance with the Collateral Agent’s instructions to the extent, and only to the extent, so authorized
or directed by the Collateral Agent.


 






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ARTICLE
XII



Miscellaneous


 


SECTION 12.01         Amendments
and Waivers. Neither this Agreement nor any other Credit Document, nor any terms hereof or thereof, may be amended, supplemented
or modified except in accordance with the provisions of this Section 12.01. The Required Lenders may, or, with the consent
of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the relevant Credit Party or Credit
Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any
provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or the Credit Parties
hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default
or Event of Default and its consequences; provided that no such waiver, amendment, supplement or modification shall directly
or indirectly:


 


(i)          reduce
or forgive any portion of any Term Loan or extend the final scheduled maturity date of any Term Loan or reduce the stated interest
rate (provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower
to pay interest at the “default rate” or amend Section 2.08(b)), or (B) reduce or forgive any portion or extend
the date for the payment, of any interest or fee payable hereunder (other than as a result of waiving the applicability of any
post-default increase in interest rates and other than as a result of a waiver or amendment of any mandatory prepayment of Term
Loans (which shall not constitute an extension, forgiveness or postponement of any date for payment of principal, interest or fees)),
or (C) decrease or forgive any Term Loan Repayment Amount, or (D) extend any scheduled Term Loan Repayment Date, or (E)
amend or modify any provisions of Section 4.02(d) or any other provision that provides for the pro rata nature of disbursements
by or payments to Lenders, in each case without the written consent of each Lender directly and adversely affected thereby;


 


(ii)         amend,
modify or waive any provision of this Section 12.01 or reduce the percentages specified in the definitions of the term “Required
Lenders” or consent to the assignment or transfer by any Credit Party of its rights and obligations under any Credit Document
to which it is a party (except as permitted pursuant to Section 9.03), in each case without the written consent of each
Lender directly and adversely affected thereby;


 


(iii)        increase
the aggregate amount of any Commitment of any Lender without the consent of such Lender;


 


(iv)        amend,
modify or waive any provision of Article XI without the written consent of the then-current Collateral Agent and Administrative
Agent; or


 






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(v)         release
all or substantially all of the Guarantors under Article VI hereof (except as expressly permitted by such Article VI), or release
all or substantially all of the Collateral under the Security Documents (except as expressly permitted thereby and in Section
12.18), in each case without the prior written consent of each Lender.


 


SECTION 12.02         Notices
and Other Communications; Facsimile Copies.


 


(a)          General.
Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Credit
Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered
to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted
hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


(i)          if
to the Credit Parties or the Agents, to the address, facsimile number, electronic mail address or telephone number specified for
such Person on Schedule 12.02 or to such other address, facsimile number, electronic mail address or telephone number
as shall be designated by such party in a notice to the other parties; and


 


(ii)         if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by
such party in a notice to the Borrower and the Agents.


 


All such notices and
other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party
hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered
by mail, three (3) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt
has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of
Section 12.02(c)), when delivered; provided that notices and other communications to the Agents pursuant to Article
II shall not be effective until actually received by such Person.


 


(b)          Effectiveness
of Facsimile Documents and Signatures. Credit Documents may be transmitted and/or signed by facsimile or other electronic communication.
The effectiveness of any such documents and signatures shall have the same force and effect as manually signed originals and shall
be binding on all Credit Parties, the Agents and the Lenders.


 


(c)          Reliance
by Agents and Lenders. The Agents and the Lenders shall be entitled to rely and act upon any notices purportedly given
by or on behalf of any Credit Party even if (i) such notices were not made in a manner specified herein, were incomplete or were
not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. All telephonic notices to either Agent may be recorded by such Agent, and each of the parties
hereto hereby consents to such recording.


 






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SECTION 12.03         No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any
right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative
and not exclusive of any rights, remedies, powers and privileges provided by law.


 


SECTION 12.04         Survival
of Representations and Warranties. All representations and warranties made hereunder and in the other Credit Documents shall
survive the execution and delivery of this Agreement and the making of the Loans hereunder.


 


SECTION 12.05         Payment
of Expenses and Taxes; Indemnification. The Borrower agrees, (a) to pay or reimburse the Agents for all their reasonable and
documented out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated
by this Agreement, the development, preparation and execution of, and any amendment, supplement, or modification to, this Agreement
and the other Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection
herewith or therewith, and the consummation, monitoring, oversight and administration of the transactions contemplated hereby and
thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents, (b) to pay or reimburse each
Lender and the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, or in
connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring
or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of counsel to each
Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Lender and the Agents from any and all Other
Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation
or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or
consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, (d) to pay or reimburse
Collateral Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (e)
to pay, indemnify and hold harmless each Lender and the Agents and their respective Related Parties from and against any and all
other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable and documented (to the extent
available) reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable
and documented (to the extent available) fees, disbursements and other charges of counsel, with respect to the execution,
delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents,
including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any
actual or alleged presence of Hazardous Materials applicable to the operations of each Credit Party, any of their respective Subsidiaries
or any of their Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”);
provided that the Credit Parties shall not have any obligation hereunder to the Agents or any Lender nor any of their Related
Parties with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the party to be indemnified
as determined by a final and non-appealable decision of a court of competent jurisdiction. The agreements in this Section 12.05
shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest
extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender,
any Agent and their respective Related Parties, 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, the Loans or the
use of the proceeds thereof. No Lender, no Agent nor any of their respective Related Parties 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.


 






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SECTION 12.06         Successors
and Assigns; Participations and Assignments; Replacement of Lender. (a) 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 (i) except
as set forth in Section 9.03, no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by any Credit Party without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance
with this Section 12.06. 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 paragraph
(c) of this Section 12.06) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and
the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. Notwithstanding anything to the
contrary herein, (a) any Lender shall be permitted to pledge or grant a security interest in all or any portion of such Lender’s
rights hereunder including, but not limited to, any Term Loans (without the consent of, or notice to or any other action by, any
other party hereto) to secure the obligations of such Lender or any of its Affiliates to any Person providing any loan, letter
of credit or other extension of credit to or for the account of such Lender or any of its Affiliates and any agent, trustee or
representative of such Person and (b) the Agents shall be permitted to pledge or grant a security interest in all or any portion
of their respective rights hereunder or under the other Credit Documents, including, but not limited to, rights to payment (without
the consent of, or notice to or any other action by, any other party hereto), to secure the obligations of such Agent or any of
its Affiliates to any Person providing any loan, letter of credit or other extension of credit to or for the account of such Agent
or any of its Affiliates and any agent, trustee or representative of such Person.


 


(b)          (i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may 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 Commitments or the Loans at the time owing
to it) with the prior written consent (which consent, in each case, shall not be unreasonably withheld, conditioned or delayed)
of the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to
a Lender, an Affiliate of a Lender or an Approved Fund and the withholding of consent by the Administrative Agent to an assignment
to any Affiliate of Borrower shall be deemed to be not unreasonable;


 






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(ii)         Assignments
shall be subject to the following additional conditions:


 


(A)         except
in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitments or Loans, the amount of the Term Loans of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $1,000,000, unless the Administrative Agent otherwise consents, which consent, in each case, shall
not be unreasonably withheld or delayed; provided, however, that contemporaneous assignments to a single assignee
made by Affiliated Lenders or related Approved Funds and contemporaneous assignments by a single assignor to Affiliated Lenders
or related Approved Funds shall be aggregated for purposes of meeting the minimum assignment amount requirement stated above;


 


(B)         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 as to the Term Loans so assigned; provided that this paragraph shall not be construed to prohibit the
assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect its Term Loans;


 


(C)         the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500; provided that only one such fee shall be payable in connection with simultaneous
assignments to two or more Approved Funds;


 


(D)         the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;


 


(E)         unless
consented to by the Required Lenders, no assignment may be made to a Credit Party or an Affiliate of a Credit Party; and


 


(F)         
for the purposes of any Loan owed by the Borrower, assignment shall only be permitted if the person to whom Loans are assigned
is a Non-Public Lender at all times.


 


(iii)        Subject
to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section 12.06, from and after the effective date
specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance 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 2.09, 2.10, 4.03(b) and 12.05). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 12.06 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 paragraph (c) of this Section 12.06.


 






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(iv)        The
Administrative Agent, acting for this purpose on behalf of the Borrower (but not as an agent, fiduciary or for any other purposes),
shall maintain a copy of each Assignment and Acceptance delivered to it and a register in the United States for the recordation
of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). Further, the Register shall contain the name
and address of the Administrative Agent and the lending office through which each such Person acts under this Agreement. The entries
in the Register shall be conclusive absent manifest error, and the Credit Parties, the Agents 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,
notwithstanding notice to the contrary. The Register, as in effect at the close of business on the preceding Business Day, shall
be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior
notice.


 


(v)         Upon
its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and any written consent to such
assignment required by paragraph (b)(i) of this Section 12.06, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this
Agreement unless and until it has been recorded in the Register as provided in this paragraph.


 


(c)          (i)
Any Lender may, without the consent of the Borrower or the Agents, sell participations to one or more banks or other entities (each,
a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations
under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (C) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement and (D) no such Participant
may be a Credit Party or an Affiliate of a Credit Party. 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 or any other Credit Document; 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 clause (i) of the first proviso to Section 12.01. Subject to paragraph (c)(ii) of this Section 12.06, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.09, 2.10 and 4.04(a) to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 12.06.
To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.08(a) as though it
were a Lender; provided that such Participant agrees to be subject to Section 12.08(a) as though it were a Lender.


 






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(ii)         A
Participant shall not be entitled to receive any greater payment under Sections 2.09, 2.10 or 4.04(a) than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant, (A) unless the sale of the participation
to such Participant is made with the Borrower’s prior written consent, and (B) 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. A Participant
that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 4.03(b) that are greater than
the applicable Lender unless the Borrower are notified of the participation sold to such Participant and such Participant agrees,
for the benefit of the Borrower, to comply with Section 4.04(a) and Section 4.04(c) as though it were a Lender.


 


(iii)        Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at one
of its offices in the United States 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”). The entries in the Participant Register shall be conclusive absent manifest error, and the 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. No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity
of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or
its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish
that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register.


 


(d)          Nothing
herein is intended to prevent, impair, limit or otherwise restrict the ability of a Lender to collaterally assign or pledge all
or any portion of its interests in the Term Loans and the other rights and benefits under the Credit Documents to an unaffiliated
third party lender of such Lender (each such Person, a “Collateral Assignee”); provided that unless
and until Borrower receives notification from a Collateral Assignee of such assignment directing payments to be made to such Collateral
Assignee, any payment made by Borrower for the benefit of such Lender in accordance with the terms of the Credit Documents shall
satisfy Borrower’s obligations thereunder to the extent of such payment. Any such Collateral Assignee, upon foreclosure of
its security interests in the Term Loans pursuant to the terms of such assignment and in accordance with Applicable Law, shall
succeed to all the interests of or shall be deemed to be a Lender, with all the rights and benefits afforded thereby, and such
transfer shall not be deemed to be a transfer for purposes of and otherwise subject to the provisions of this Section 12.06.
Notwithstanding the foregoing, Lender shall remain responsible for all obligations and liabilities arising hereunder or under any
other Credit Document, and, except as otherwise expressly set forth in any applicable pledge or assignment, nothing herein is intended
or shall be construed to impose any obligations upon or constitute an assumption by a Collateral Assignee thereof.


 






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SECTION 12.07         Pledge
of Loans. The Credit Parties hereby acknowledge that the Lenders and their Affiliates may pledge the Loans as collateral security
for loans to the Lenders or their Affiliates, provided that any pledgee of the Loans shall be a Non-Public Lender at all
times. The Credit Parties shall, to the extent commercially reasonable, cooperate with the Lenders and their Affiliates to effect
such pledges at the sole cost and expense of such Lender. Notwithstanding the foregoing, no pledge shall release the Lender party
thereto from any of its obligations hereunder.


 


SECTION 12.08         Adjustments;
Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or
part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred to in Section 10.01(i), or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans or interest
thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each
such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds
ratably with each of the Lenders; provided that if all or any portion of such excess payment or benefits is thereafter recovered
from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. The foregoing provisions of this Section 12.08 shall not apply to payments made and applied
in accordance with the terms of this Agreement and the other Credit Documents.


 


(b)          After
the occurrence and during the continuance of an Event of Default, to the extent consented to by Administrative Agent, in addition
to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower
or any other Credit Party, any such notice being expressly waived by the Credit Parties to the extent permitted by Applicable Law,
upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise)
to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional
or final, but excluding, subject to the limitations set forth in Section 8.15(a), deposit accounts used solely to fund payroll
or employee benefits, or deposit accounts that consist of cash collateral subject to Permitted Liens), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured
or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the
Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower and the Agents after any such set-off and application
made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.


 


SECTION 12.09         Counterparts.
This Agreement and the other Credit Documents may be executed by one or more of the parties thereto on any number of separate counterparts
(including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute
one and the same instrument. Any signature page delivered by telecopy machine or transmitted electronically in Portable Document
Format (".pdf") shall be valid and binding to the same extent as an original signature page. Any party who delivers such
a signature page agrees to later deliver an original counterpart to any party who requests it. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrower, the Collateral Agent and the Administrative Agent.


 






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SECTION 12.10         Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


SECTION 12.11         Integration.
This Agreement and the other Credit Documents represent the agreement of the Credit Parties, the Agents and the Lenders with respect
to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any party hereto or thereto
relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.


 


SECTION 12.12         Representation
Netherlands Subsidiary. If any Netherlands Subsidiary is represented by an attorney in connection with the signing and/or execution
of this Agreement (including by way of accession to this Agreement) or any other agreement, deed or document referred to in or
made pursuant to this Agreement, it is hereby expressly acknowledged and accepted by the other parties to such document that the
existence and extent of the attorney's authority and the effects of the attorney's exercise or purported exercise of his or her
authority shall be governed by the laws of the Netherlands.


 


SECTION 12.13         GOVERNING
LAW. THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS (UNLESS EXPRESSLY PROVIDED OTHERWISE THEREIN) AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICTS OF LAW PROVISIONS WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION.


 


SECTION 12.14         Submission
to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)          submits,
for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County
and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to any Credit Document, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State court or, to the extent permitted by Applicable Laws, in such federal court.
Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Laws. Nothing in this Agreement or
any other Credit Document or otherwise shall affect any right that the Administrative Agent, the Collateral Agent or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Credit
Party or its properties in the courts of any jurisdiction in connection with the exercise of any rights under any Security Document
or the enforcement of any judgment;


 






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(b)          consents
that any such action or proceeding shall be brought in such courts, and agrees not to plead or claim and waives, to the fullest
extent permitted by Applicable Laws, any objection that it may now or hereafter have to the venue of any such action or proceeding
arising out of or relating to this Agreement or any other Credit Document in any court referred to in Section 12.13(a).
Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court;


 


(c)          agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to the applicable party at its respective address set forth in Schedule
12.02 or on Schedule 1.01 or at such other address of which the Agents shall have been notified pursuant thereto. Nothing
in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by Applicable Law;


 


(d)          waives,
to the maximum extent not prohibited by law, all rights of rescission, setoff, counterclaims, and other defenses in connection
with the repayment of the Obligations; and


 


(e)          waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 12.13 any special, exemplary, punitive or consequential damages.


 


SECTION 12.15         Acknowledgments.
Each Credit Party hereby acknowledges that:


 


(a)          it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents;


 


(b)          neither
the Agents nor any Lender has any fiduciary relationship with or duty to the Credit Parties arising out of or in connection with
this Agreement or any of the other Credit Documents, and the relationship between any Agent and Lenders, on one hand, and the Credit
Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and


 


(c)          no
joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Credit Parties and the Lenders.


 


SECTION 12.16         WAIVERS
OF JURY TRIAL. THE CREDIT PARTIES, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 






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SECTION 12.17         Confidentiality.
Each Agent and Lender shall hold all non-public information relating to any Credit Party or any Subsidiary of any Credit Party
obtained pursuant to the requirements of this Agreement or in connection with such Lender’s evaluation of whether to become
a Lender hereunder (“Confidential Information”) confidential in accordance with its customary procedure
for handling confidential information of this nature and (in the case of a Lender that is a bank) in accordance with safe and sound
banking practices; provided that Confidential Information may be disclosed by any Agent or Lender:


 


(a)          as
required or requested by any governmental or regulatory agency or representative thereof;


 


(b)          pursuant
to legal or regulatory process;


 


(c)          in
connection with the enforcement of any rights or exercise of any remedies by such Agent or Lender under this Agreement or any other
Credit Document or any action or proceeding relating to this Agreement or any other Credit Document;


 


(d)          to
such Agent’s or Lender’s attorneys, professional advisors, accountants, independent auditors or Affiliates,


 


(e)          in
connection with:


 


(i)          the
establishment of any special purpose funding vehicle with respect to the Loans,


 


(ii)         any
pledge permitted under Section 12.08;


 


(iii)        any
prospective assignment of, or participation in, its rights and obligations pursuant to Section 12.06, to prospective assignees
or Participants, as the case may be (it being understood that each such Persons will be informed of the confidential nature of
such information and instructed to keep such information confidential on the same terms as this Section 12.16);


 


(iv)        any
Hedging Agreement entered into or proposed to be entered into in connection with the Loans made hereunder, to actual or proposed
direct or indirect contractual counterparties (it being understood that each such Persons will be informed of the confidential
nature of such information and instructed to keep such information confidential on the same terms as this Section 12.16);
and


 


(v)         any
actual or proposed credit facility for loans, letters of credit or other extensions of credit to or for the account of such Agent
or Lender or any of its Affiliates, to any Person providing or proposing to provide such loan, letter of credit or other extension
of credit or any agent, trustee or representative of such Person (it being understood that each such Persons will be informed of
the confidential nature of such information and instructed to keep such information confidential on the same terms as this Section
12.16); or


 


(f)          to
any rating agency;


 






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(g)          with
the consent of the Borrower;


 


(h)          to
the extent required, or to the extent counsel to the Agents or to any Lender reasonably determines is required to be disclosed
in connection with any public filing by Agents or such Lender;


 


(i)      
    in connection with the Promotional Rights (as defined below);


 


provided that in the case of clause
(e) hereof, the Person to whom Confidential Information is so disclosed is advised of and has been directed to comply with the
provisions of this Section 12.16.


 


Notwithstanding the foregoing, Agents and
each Lender shall have the right to publicize, for general marketing and related promotional purposes, their relationship to Borrower
and the fact that they have extended the Loan to Borrower (the “Promotional Rights”) and, in connection
therewith, Borrower hereby grants to each Agent and each Lender a royalty free, non-exclusive limited license to use Borrower’s
name, trade name, trademarks, logos, trade dress and other identifying intellectual property, now existing or hereafter acquired,
in any literature, advertisements, websites, promotional or other marketing materials now or hereafter used by such Agent or Lender.


 


Notwithstanding the foregoing, no Agent
or Lender shall have any obligation to keep information confidential if such information: (i) is or becomes public from a source
other than an Agent or a Lender, or one of an Agent’s or a Lender’s Affiliates, consultants or legal or financial advisors
in breach of this Agreement, (ii) is, was or becomes known on a non-confidential basis (to the best of such Agent’s or Lender’s
knowledge after reasonable inquiry) to or discovered by an Agent or Lender, Lenders or any of their Affiliates, consultants or
legal or financial advisors independently from communications by or on behalf of any Credit Party, or (iii) is independently developed
by an Agent without use of such confidential information, provided that, the source of such information was not known to
be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality
to) the relevant Credit Party.


 


EACH LENDER ACKNOWLEDGES
THAT CONFIDENTIAL INFORMATION (AS DEFINED IN THIS SECTION 12.16) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE
MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT
IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


ALL INFORMATION, INCLUDING
WAIVERS AND AMENDMENTS, FURNISHED BY THE CREDIT PARTIES OR ANY AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT
WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE CREDIT PARTIES AND THEIR RELATED
PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE CREDIT PARTIES AND THE AGENTS THAT IT HAS IDENTIFIED
IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION
IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.


 






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SECTION 12.18         Press
Releases, etc. Each Credit Party will not, and will not permit any of its respective Subsidiaries, directly or indirectly,
to publish any press release or other similar public disclosure or announcements (including any marketing materials) regarding
this Agreement, the other Credit Documents, or any of the Transactions, without the consent of the Administrative Agent, which
consent shall not be unreasonably withheld.


 


SECTION 12.19         Releases
of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the
Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured
Party except as expressly required by Section 12.01) to take any action requested by the Borrower having the effect of releasing
any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by
any Credit Document or that has been consented to in accordance with Section 12.01 or (ii) under the circumstances described
in paragraph (b) below.


 


(b)          At
such time as (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full
and (ii) the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents,
and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Collateral
Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance
of any act by any Person.


 


(c)          Upon
request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority
to release its interest in particular types or items of property, or to release any guarantee obligations pursuant to this Section
12.18. In each case as specified in this Section 12.18, the Collateral Agent will (and each Lender irrevocably authorizes
the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as
such Credit Party may reasonably request to evidence the release of such item of Collateral or guarantee obligation from the assignment
and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and
this Section 12.18.


 


SECTION 12.20         USA
Patriot Act. Each Lender hereby notifies each Credit Party that pursuant to the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain,
verify and record information that identifies the Credit Parties, which information includes the name and address of each Credit
Party and other information that will allow such Lender to identify each Credit Party in accordance with the Patriot Act. Each
Credit Party agrees to provide all such information to the Lenders upon request by any Agent at any time, whether with respect
to any Person who is a Credit Party on the Closing Date or who becomes a Credit Party thereafter.


 






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SECTION 12.21         No
Fiduciary Duty. Each Credit Party, on behalf of itself and its Subsidiaries, agrees that in connection with all aspects of
the transactions contemplated hereby and any communications in connection therewith, the Credit Parties, their respective Subsidiaries
and Affiliates, on the one hand, and the Agents, the Lenders and their respective Affiliates, on the other hand, will have a business
relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agents the Lenders or their
respective Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.


 


SECTION 12.22         Authorized
Officers. The execution of any certificate requirement hereunder by an Authorized Officer shall be considered to have been
done solely in such Authorized Officer’s capacity as an officer of the applicable Credit Party (and not individually). Notwithstanding
anything to the contrary set forth herein, the Secured Parties shall be entitled to rely and act on any certificate, notice or
other document delivered by or on behalf of any Person purporting to be an Authorized Officer of a Credit Party and shall have
no duty to inquire as to the actual incumbency or authority of such Person


 


SECTION 12.23         Judgment
Currency. (a) The obligations of the Credit Parties hereunder and under the other Credit Documents to make payments in a specified
currency (the "Obligation Currency") shall not be discharged or satisfied by any tender or recovery pursuant
to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such
tender or recovery results in the effective receipt by a Secured Party of the full amount of the Obligation Currency expressed
to be payable to it under this Agreement or another Credit Document. If, for the purpose of obtaining or enforcing judgment against
any Credit Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the
Obligation Currency (such other currency being hereinafter referred to as the "Judgment Currency") an amount
due in the Obligation Currency, the conversion shall be made, at the rate of exchange (as quoted by the Administrative Agent or
if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by
the Administrative Agent) determined, in each case, as of the Business Day immediately preceding the date on which the judgment
is given (such Business Day being hereinafter referred to as the "Judgment Currency Conversion Date").


 


(b)          If
there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment
of the amount due, the Borrower covenants and agrees to pay, or cause to be paid, or remit, or cause to be remitted, such additional
amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency,
when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which
could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange
prevailing on the Judgment Currency Conversion Date.


 


(c)          For
purposes of determining any rate of exchange or currency equivalent for this Section 12.23, such amounts shall include any
premium and costs payable in connection with the purchase of the Obligation Currency.


 






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SECTION 12.24         Subordination
of Intercompany Indebtedness. The Credit Parties hereby agree that all present and future Indebtedness of any Credit Party
to any other Credit Party (“Intercompany Indebtedness”) shall be subordinate and junior in right of payment
and priority to the Obligations, and each Credit Party agrees not to make, demand, accept or receive any payment in respect of
any present or future Intercompany Indebtedness, including any payment received through the exercise of any right of setoff, counterclaim
or cross claim, or any collateral therefor, unless and until such time as the Obligations shall have been indefeasibly paid in
full; provided that, so long as no Default shall have occurred and be continuing and no Default shall be caused thereby
and such Indebtedness is expressly permitted hereunder, the Credit Parties may make and receive such payments in respect of Intercompany
Indebtedness as shall be customary in the ordinary course of the Credit Parties’ business. Without in any way limiting the
foregoing, in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, dissolution
or other similar proceedings relative to any Credit Party or to its businesses, properties or assets, the Lenders shall be entitled
to receive payment in full of all of the Obligations before any Credit Party shall be entitled to receive any payment in respect
of any present or future Intercompany Indebtedness.


 


SECTION 12.25         Public
Lenders. Each Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications
available to the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic
transmission system (the “Platform”). The Platform is provided “as is” and “as available.”
The Borrower hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make available to the Lenders
materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”)
by posting the Borrower Materials on the Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e.,
Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public
Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders
shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall
be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities
laws (provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated
as set forth in Section 12.17); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through
a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat
any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform
not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to
have been marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains
material non-public information: (1) the Credit Documents, (2) notification of changes in the terms of the credit facility hereunder
and (3) any financial statements and compliance certificates delivered by the Borrower pursuant to Section 8.01(a), (b), (c) or
(d) hereof.


 


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IN WITNESS WHEREOF,
each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above
written.


 





	 	BORROWER:
	 	 
	 	ELEPHANT TALK EUROPE HOLDING B.V.
	 	 	 
	 	By:	/s/ Mark D.M. Nije
	 	 	Name: Mark D.M. Nije
	 	 	Title: Director
	 	 	 
	 	GUARANTORS:
	 	 
	 	ELEPHANT TALK COMMUNICATIONS CORP.
	 	 	 
	 	By:	/s/ Steven van der Velden
	 	 	Name: Steven van der Velden
	 	 	Title: Chairman and CEO
	 	 	 
	 	ELEPHANT TALK NORTH AMERICA CORP.
	 	 
	 	By:	 /s/ Steven van der Velden
	 	 	Name: Steven van der Velden
	 	 	Title: Director
	 	 	 
	 	ELEPHANT TALK GROUP INTERNATIONAL B.V.
	 	 
	 	By:	 /s/ Mark  D.M. Nije
	 	 	Name: Mark  D.M. Nije
	 	 	Title: Director







 


 


 


Signature Page to Credit Agreement


 




    	 



    	 



    

  


	 	ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
	 	 
	 	ATALAYA ADMINISTRATIVE LLC
	 	 	 
	 	By:	/s/ Michael Bogdan
	 	 	Name: Michael Bogdan
	 	 	Title: Authorized Signatory
	 	 	 
	 	LENDERS:
	 	 
	 	CORBIN MEZZANINE FUND I, L.P.
	 	 	 
	 	By:  	Corbin Capital Partners Management, LLC,
	 	 	its General Partner
	 	 	 
	 	By:	/s/ Daniel Friedman
	 	 	Name: Daniel Friedman
	 	 	Title: General Counsel


 


Signature Page to Credit Agreement