Common use of Maintenance of Books and Records; Properties; Insurance Clause in Contracts

Maintenance of Books and Records; Properties; Insurance. Borrower will and will cause its Subsidiaries to keep adequate records and books of account, in which full, true and correct entries will be made in accordance with GAAP consistently applied. Borrower will maintain or cause to be maintained and will cause its Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all Collateral used in the business of Borrower and its Subsidiaries, and will make or cause to be made all appropriate repairs, renewals and replacements thereof. Borrower will and will cause each of its Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all Collateral in such form and in such detail as may be satisfactory to Administrative Agent. Borrower will maintain or cause to be maintained and will cause each of its Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, commercial general liability, property loss and damage and business interruption insurance with respect to its business and properties and the business and properties of its Subsidiaries against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the telephone, cable and wireless communications industry and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as shall be acceptable to Administrative Agent in its reasonable discretion and will deliver evidence thereof to Administrative Agent on or prior to the Closing Date, and thereafter at least thirty (30) days prior to any expiration thereof, evidence of renewal of such insurance. All property loss and damage insurance shall be on an all-risk basis and shall insure property for the full replacement cost thereof and contain an agreed amount endorsement waiving any coinsurance penalty. Any business interruption insurance shall include extra expense in an agreed amount equal to twelve (12) months’ projected loss of net profits, continuing expenses and debt service payments and contain an agreed amount endorsement waiving any coinsurance penalty. If any part of the Collateral lies within a “special flood hazard area” as defined and specified by the Federal Emergency Management Agency (or other appropriate Governmental Authority) pursuant to the Flood Disaster Protection Act of 1973, as amended (the “FDPA”), and Administrative Agent determines that flood insurance coverage is required to be obtained for such Collateral in order for Administrative Agent and such Lenders to comply with the FDPA, Borrower shall and shall cause its Subsidiaries to obtain and maintain such flood insurance policies as Administrative Agent reasonably requests so that Administrative Agent and such Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent. Such policies of flood insurance shall be in form and substance satisfactory to Administrative Agent and shall be in an amount of at least the lesser of the value of such Collateral constituting buildings, structures or personal property located within the “special flood hazard area” or the maximum limit of coverage available under Applicable Law. Borrower will cause (i) Administrative Agent, for the benefit of Administrative Agent and Lenders, pursuant to endorsements and assignments in form and substance reasonably satisfactory to Administrative Agent, to be named (A) as a lender loss payee or mortgagee in the case of property loss and damage insurance, (B) as assignee in the case of all business interruption insurance and (C) as an additional insured in the case of all flood insurance and (ii) Administrative Agent and each Lender, pursuant to endorsements in form and substance reasonable acceptable to Administrative Agent, as an additional insured in the case of all liability insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation against Administrative Agent, Lenders and their respective Affiliates and any right of insurer to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Borrower (or its Subsidiaries), (ii) provide that all insurance proceeds in excess of $1,000,000 shall be adjusted with and paid to Administrative Agent, (iii) be non-cancelable and not subject to material change as to Administrative Agent except upon thirty (30) days’ prior written notice given by the insurer to Administrative Agent, (iv) contain a breach of representation or warranty provision in favor of Administrative Agent, Lenders and their respective Affiliates, (v) contain a cross-liability clause, and (vi) provide that the insurance be primary and without right of contribution from any other insurance which may be available to Administrative Agent, Lenders or any of their respective Affiliates and expressly provide that all provisions thereof, except the limits of liability (which shall be applicable to all insureds as a group), shall operate in the same manner as if there were a separate policy covering each insured, and liability for premiums shall be solely a liability of Borrower.

Maintenance of Books and Records; Properties; Insurance. Borrower The Loan Parties will keep and will cause its their respective Restricted Subsidiaries to keep adequate records and books of account, in which full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of such Persons to the extent required by GAAP. Borrower The Loan Parties will maintain or cause to be maintained and will cause its their respective Restricted Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all Collateral of their properties used in the business of Borrower the Loan Parties and its their respective Restricted Subsidiaries, and will make or cause to be made all appropriate repairs, renewals and replacements thereof, except for (A) Asset Dispositions permitted hereunder or (B) as would not reasonably, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Borrower The Loan Parties will and will cause each of its Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all Collateral in such form and in such detail as may be satisfactory to Administrative Agent. Borrower will maintain or cause to be maintained and will cause each of its their respective Restricted Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, commercial general liability, property loss and damage and business interruption insurance with respect to its their business and properties and the business and properties of its their respective Restricted Subsidiaries against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the telephone, cable and wireless communications industry and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as shall be acceptable customarily carried or maintained by companies of established reputation engaged in similar businesses, and to the extent not previously delivered to the Administrative Agent in its reasonable discretion and Agent, will deliver evidence thereof to Administrative Agent on or prior to the Closing Date, Fourth Amendment and Restatement Date and thereafter at least thirty (30) days prior to or upon any expiration thereof, evidence of renewal of such insurance. All property loss and damage insurance shall be on an all-risk basis and shall insure property for the full replacement cost thereof and contain an agreed amount endorsement waiving any coinsurance penalty. Any business interruption insurance shall include extra expense in an agreed amount equal to twelve (12) months’ projected loss of net profits, continuing expenses and debt service payments and contain an agreed amount endorsement waiving any coinsurance penalty. If any part of the Collateral lies within a “special flood hazard area” as defined and specified by the Federal Emergency Management Agency (or other appropriate Governmental Authority) pursuant to the Flood Disaster Protection Act of 1973, as amended (the “FDPA”), and Administrative Agent determines that flood insurance coverage is required to be obtained for such Collateral in order for Administrative Agent and such Lenders to comply with the FDPA, Borrower shall and shall cause its Subsidiaries to obtain and maintain such flood insurance policies as Administrative Agent reasonably requests so that Administrative Agent and such Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to The Loan Parties will name Administrative Agent. Such policies of flood insurance shall be in form and substance satisfactory to Administrative Agent and shall be in an amount of at least the lesser of the value of such Collateral constituting buildings, structures or personal property located within the “special flood hazard area” or the maximum limit of coverage available under Applicable Law. Borrower will cause (i) Administrative Agent, for the benefit of Administrative Agent and Lenders, pursuant to endorsements and assignments in form and substance reasonably satisfactory to Administrative Agent, to be named (Ai) as a lender loss payee or mortgagee and mortgagee, if applicable, in the case of property loss and damage insurancecasualty insurance with respect to the Collateral, (B) as assignee in the case of all business interruption insurance and (C) as an additional insured in the case of all flood insurance and (ii) Administrative Agent and each Lender, pursuant to endorsements in form and substance reasonable acceptable to Administrative Agent, as an additional insured in the case of all liability insurance, and (iii) as an additional insured in the case of any flood insurance, if applicable. All Unless Administrative Agent otherwise agrees, all insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation against subrogation. Unless Administrative AgentAgent otherwise agrees, Lenders and their respective Affiliates and any right of insurer Borrower shall use commercially reasonable efforts to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Borrower (or its Subsidiaries), (ii) provide that obtain for all insurance proceeds in excess policies of $1,000,000 shall be adjusted with and paid to Administrative Agentthe Loan Parties required hereunder, (iii) be endorsements providing that each such insurance policy is non-cancelable and not subject to material change as to Administrative Agent except upon thirty (30) 30 days’ (and 10 days’ for non-payment of premiums) prior written notice given by the insurer to Administrative Agent. Administrative Agent shall be entitled, (iv) contain a breach upon reasonable advance notice, to review and/or receive copies of, the insurance policies of representation the Loan Parties and their respective Restricted Subsidiaries carried and maintained with respect to the Loan Parties’ obligations under this Subsection 2.2. Notwithstanding anything to the contrary herein, no provision of this Subsection 2.2 or warranty any provision in favor of this Agreement shall impose on Administrative Agent and the Lenders any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the Loan Parties and their respective Restricted Subsidiaries, nor shall Administrative Agent and the Lenders be responsible for any representations or warranties made by or on behalf of the Loan Parties and their respective Restricted Subsidiaries to any insurance broker, company or underwriter. Administrative Agent, Lenders and their respective Affiliatesat its sole option, (v) contain a cross-liability clausemay obtain any insurance required hereunder if not provided by the Loan Parties and, and (vi) provide that in such event, the insurance be primary and without right of contribution from any other insurance which may be available to Loan Parties shall reimburse Administrative Agent, Lenders or any of their respective Affiliates and expressly provide that all provisions Agent upon demand for the cost thereof, except the limits of liability (which shall be applicable to all insureds as a group), shall operate in the same manner as if there were a separate policy covering each insured, and liability for premiums shall be solely a liability of Borrower.

Maintenance of Books and Records; Properties; Insurance. Borrower ------------------------------------------------------- will and will cause each of its Subsidiaries to keep adequate records and books of account, in which full, true and correct complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions. Borrower will maintain or cause to be maintained and will cause each of its Restricted Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all Collateral material properties used in the business of the Borrower and its Restricted Subsidiaries, and will make or cause to be made all appropriate repairs, renewals and replacements thereof. Borrower will and will cause each of its Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all Collateral in such form and in such detail as may be satisfactory to Administrative Agent. Borrower will maintain or cause to be maintained and will cause each of its Restricted Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, commercial general public liability, property loss and damage and business interruption insurance with respect to its business and properties and the business and properties of Borrower and its Restricted Subsidiaries against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the telephone, cable cellular telephone and wireless communications industry and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as shall be amounts acceptable to Administrative Agent in its reasonable discretion and will deliver evidence thereof to Administrative Agent on or prior to the Closing Date, and thereafter at least thirty (30) days prior to any expiration thereof, evidence of renewal of such insurance. All property loss and damage insurance shall be on an all-risk basis and shall insure property for the full replacement cost thereof and contain an agreed amount endorsement waiving any coinsurance penalty. Any business interruption insurance shall include extra expense in an agreed amount equal to twelve (12) months’ projected loss of net profits, continuing expenses and debt service payments and contain an agreed amount endorsement waiving any coinsurance penaltyAgent. If any part of the Collateral lies within a “"special flood hazard area” " as defined and specified by the Federal Emergency Management Agency (or other appropriate Governmental Authority) pursuant to the Flood Disaster Protection Act of 1973, as amended (the “"FDPA”"), and Administrative Agent or any Lender determines that flood insurance coverage is required to be obtained for such Collateral in order for Administrative Agent and or such Lenders Lender to comply with the FDPA, Borrower shall and or shall cause its Subsidiaries to the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent and or such Lenders Lender shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative AgentAgent or such Lender. Such policies of flood insurance shall be in form and substance satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the lesser lessor of the value of such Collateral constituting buildings, structures or personal property located within the “"special flood hazard area” " or the maximum limit of coverage available under Applicable Law. Borrower will, and will cause (i) each of the Subsidiary Guarantors to, cause Administrative Agent, for the benefit of Administrative Agent and Lenders, pursuant to endorsements and assignments in form and substance reasonably satisfactory to Administrative Agent, Agent to be named named, (Ai) as a lender loss payee or mortgagee in the case of property loss and damage casualty insurance, (Bii) as an additional insured in the case of all liability insurance, (iii) as assignee in the case of all business interruption insurance and (Civ) as an additional insured in the case of all flood insurance and (ii) Administrative Agent and each Lender, pursuant to endorsements in form and substance reasonable acceptable to Administrative Agent, as an additional insured in the case of all liability insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation against Administrative Agent, Lenders and their respective Affiliates and any right of insurer to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Borrower (or its Subsidiaries)subrogation, (ii) provide that all insurance proceeds in excess of $1,000,000 shall be adjusted with and paid to Administrative Agent, Agent and (iii) be non-cancelable and not subject to material change as to Administrative Agent except upon thirty (30) days’ days prior written notice given by the insurer to Administrative Agent, (iv) contain a breach of representation or warranty provision in favor of Administrative Agent, Lenders and their respective Affiliates, (v) contain a cross-liability clause, and (vi) provide that the insurance be primary and without right of contribution from any other insurance which may be available to Administrative Agent, Lenders or any of their respective Affiliates and expressly provide that all provisions thereof, except the limits of liability (which shall be applicable to all insureds as a group), shall operate in the same manner as if there were a separate policy covering each insured, and liability for premiums shall be solely a liability of Borrower.

Maintenance of Books and Records; Properties; Insurance. Borrower will keep and will cause each of its Subsidiaries to keep adequate records and books of account, in which full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of such Persons. Borrower will maintain or cause to be maintained and will cause each of its Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all Collateral material property used in its business and the business of Borrower and its Subsidiaries, and will make or cause to be made all appropriate repairs, renewals and replacements thereof. Borrower will and will cause each of its Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all Collateral property in such form and in such detail as may be reasonably satisfactory to Administrative Agent. Borrower will maintain or cause to be maintained and will cause each of its Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, commercial general liability, property loss and damage and damage, business interruption and workers’ compensation insurance with respect to its business and properties and the business and properties of its Subsidiaries against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the telephonesimilar industries, cable and wireless communications industry and of such typeswhich may include self-insurance, with such insurersif determined by Borrower to be reasonably prudent, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as shall be acceptable to Administrative Agent in its reasonable discretion and will deliver evidence thereof to Administrative Agent on or prior to the Closing Date, and thereafter at least thirty (30) 30 days prior to any expiration thereof, evidence of renewal of such insurance. All property loss and damage insurance shall be on an all-all risk basis and shall insure property for the full replacement cost thereof thereof. Administrative Agent shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of Borrower and contain an agreed amount endorsement waiving any coinsurance penaltyits Subsidiaries carried and maintained with respect to Borrower’s obligations under this Subsection 2.2. Any business interruption insurance shall include extra expense in an agreed amount equal to twelve (12) months’ projected loss of net profits, continuing expenses and debt service payments and contain an agreed amount endorsement waiving any coinsurance penalty. If any part of the Collateral lies within a “special flood hazard area” as defined and specified by the Federal Emergency Management Agency (or other appropriate Governmental Authority) pursuant Notwithstanding anything to the Flood Disaster Protection Act contrary herein, no provision of 1973, as amended (the “FDPA”), and Administrative Agent determines that flood insurance coverage is required to be obtained for such Collateral in order for this Subsection 2.2 or any provision of this Agreement shall impose on Administrative Agent and Lenders any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by Borrower and its Subsidiaries, nor shall Administrative Agent and Lenders be responsible for any representations or warranties made by or on behalf of Borrower and its Subsidiaries to any insurance broker, company or underwriter. Administrative Agent, at its sole option, may obtain such Lenders to comply with the FDPAinsurance if not provided by Borrower and in such event, Borrower shall and shall cause its Subsidiaries to obtain and maintain such flood insurance policies as reimburse Administrative Agent reasonably requests so that Administrative Agent and such Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent. Such policies of flood insurance shall be in form and substance satisfactory to Administrative Agent and shall be in an amount of at least the lesser of the value of such Collateral constituting buildings, structures or personal property located within the “special flood hazard area” or the maximum limit of coverage available under Applicable Law. Borrower will cause (i) Administrative Agent, upon demand for the benefit of Administrative Agent and Lenders, pursuant to endorsements and assignments in form and substance reasonably satisfactory to Administrative Agent, to be named (A) as a lender loss payee or mortgagee in the case of property loss and damage insurance, (B) as assignee in the case of all business interruption insurance and (C) as an additional insured in the case of all flood insurance and (ii) Administrative Agent and each Lender, pursuant to endorsements in form and substance reasonable acceptable to Administrative Agent, as an additional insured in the case of all liability insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation against Administrative Agent, Lenders and their respective Affiliates and any right of insurer to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Borrower (or its Subsidiaries), (ii) provide that all insurance proceeds in excess of $1,000,000 shall be adjusted with and paid to Administrative Agent, (iii) be non-cancelable and not subject to material change as to Administrative Agent except upon thirty (30) days’ prior written notice given by the insurer to Administrative Agent, (iv) contain a breach of representation or warranty provision in favor of Administrative Agent, Lenders and their respective Affiliates, (v) contain a cross-liability clause, and (vi) provide that the insurance be primary and without right of contribution from any other insurance which may be available to Administrative Agent, Lenders or any of their respective Affiliates and expressly provide that all provisions cost thereof, except the limits of liability (which shall be applicable to all insureds as a group), shall operate in the same manner as if there were a separate policy covering each insured, and liability for premiums shall be solely a liability of Borrower.

Maintenance of Books and Records; Properties; Insurance. Borrower will and will cause each of its Subsidiaries to keep adequate records and books of account, in which full, true and correct complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions. Borrower will maintain or cause to be maintained and will cause each of its Restricted Subsidiaries to Credit Agreement/US Unwired Inc. maintain or cause to be maintained in good repair, working order and condition all Collateral material properties used in the business of the Borrower and its Restricted Subsidiaries, and will make or cause to be made all appropriate repairs, renewals and replacements thereof. Borrower will and will cause each of its Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all Collateral in such form and in such detail as may be satisfactory to Administrative Agent. Borrower will maintain or cause to be maintained and will cause each of its Restricted Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, commercial general public liability, property loss and damage and business interruption insurance with respect to its business and properties and the business and properties of Borrower and its Restricted Subsidiaries against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the telephone, cable cellular telephone and wireless communications industry and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as shall be amounts acceptable to Administrative Agent in its reasonable discretion and will deliver evidence thereof to Administrative Agent on or prior to the Closing Date, and thereafter at least thirty (30) days prior to any expiration thereof, evidence of renewal of such insurance. All property loss and damage insurance shall be on an all-risk basis and shall insure property for the full replacement cost thereof and contain an agreed amount endorsement waiving any coinsurance penalty. Any business interruption insurance shall include extra expense in an agreed amount equal to twelve (12) months’ projected loss of net profits, continuing expenses and debt service payments and contain an agreed amount endorsement waiving any coinsurance penaltyAgent. If any part of the Collateral lies within a “"special flood hazard area” " as defined and specified by the Federal Emergency Management Agency (or other appropriate Governmental Authority) pursuant to the Flood Disaster Protection Act of 1973, as amended (the “"FDPA”"), and Administrative Agent or any Lender determines that flood insurance coverage is required to be obtained for such Collateral in order for Administrative Agent and or such Lenders Lender to comply with the FDPA, Borrower shall and or shall cause its Subsidiaries to the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent and or such Lenders Lender shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative AgentAgent or such Lender. Such policies of flood insurance shall be in form and substance satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the lesser lessor of the value of such Collateral constituting buildings, structures or personal property located within the “"special flood hazard area” " or the maximum limit of coverage available under Applicable Law. Borrower will, and will cause (i) each of the Subsidiary Guarantors to, cause Administrative Agent, for the benefit of Administrative Agent and Lenders, pursuant to endorsements and assignments in form and substance reasonably satisfactory to Administrative Agent, Agent to be named named, (Ai) as a lender loss payee or mortgagee in the case of property loss and damage casualty insurance, (Bii) as an additional insured in the case of all liability insurance, (iii) as assignee in the case of all business interruption insurance and (Civ) as an additional insured in the case of all flood insurance and (ii) Administrative Agent and each Lender, pursuant to endorsements in form and substance reasonable acceptable to Administrative Agent, as an additional insured in the case of all liability insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation against Administrative Agent, Lenders and their respective Affiliates and any right of insurer to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Borrower (or its Subsidiaries)subrogation, (ii) provide that all insurance proceeds in excess of $1,000,000 shall be adjusted with and paid to Administrative Agent, Agent and (iii) be non-cancelable and not subject to material change as to Administrative Agent except upon thirty (30) days’ days prior written notice given by the insurer to Administrative Agent, (iv) contain a breach of representation or warranty provision in favor of Administrative Agent, Lenders and their respective Affiliates, (v) contain a cross-liability clause, and (vi) provide that the insurance be primary and without right of contribution from any other insurance which may be available to Administrative Agent, Lenders or any of their respective Affiliates and expressly provide that all provisions thereof, except the limits of liability (which shall be applicable to all insureds as a group), shall operate in the same manner as if there were a separate policy covering each insured, and liability for premiums shall be solely a liability of Borrower.

Maintenance of Books and Records; Properties; Insurance. Borrower Each Loan Party will and will cause its Subsidiaries to keep adequate records and books of account, in which full, true and correct complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions. Borrower Each Loan Party will maintain or cause to be maintained and will cause its Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all Collateral material properties used in the business of Borrower such Loan Party and its Subsidiaries, and will make or cause to be made all appropriate repairs, renewals and replacements thereof. Borrower Each Loan Party will and will cause each of its Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all Collateral in such form and in such detail as may be satisfactory to Administrative Agent. Borrower will maintain or cause to be maintained and will cause each of its Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, commercial general public liability, property loss and damage and business interruption insurance with respect to its business and properties and the business and properties of its Subsidiaries against loss and damage of the kinds and in amounts, with such deductibles and otherwise on such terms and conditions, as customarily carried or maintained by corporations of established reputation engaged in the telephone, cable and wireless communications industry and of such types, with such insurers, in such amounts, with such limits and deductibles deductibles, and otherwise on such terms and conditions as shall be reasonably acceptable to Administrative Agent in its reasonable discretion and will deliver evidence thereof to Administrative Agent on or prior to the Closing Date, and thereafter at least thirty (30) days prior to any expiration thereof, evidence of renewal of such insurance. All property loss and damage insurance shall be on an all-risk basis and shall insure property for the full replacement cost thereof and contain an agreed amount endorsement waiving any coinsurance penalty. Any business interruption insurance shall include extra expense in an agreed amount equal to twelve (12) months’ projected loss of net profits, continuing expenses and debt service payments and contain an agreed amount endorsement waiving any coinsurance penaltyAgent. If any part of the Collateral lies within a “"special flood hazard area” " as defined and specified by the Federal Emergency Management Agency (or other appropriate Governmental Authority) pursuant to the Flood Disaster Protection Act of 1973, as amended (the “"FDPA”"), and Administrative Agent or any Lender determines that flood insurance coverage is required to be obtained for such Collateral in order for Administrative Agent and or such Lenders Lender to comply with the FDPA, Borrower such Loan Party shall Amended and shall cause its Subsidiaries to Restated Credit Agreement/D & E Communications, Inc. obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent and or such Lenders Lender shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative AgentAgent or such Lender. Such policies of flood insurance shall be in form and substance satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the lesser of the value of such Collateral constituting buildings, structures or personal property located within the “"special flood hazard area” " or the maximum limit of coverage available under Applicable Law. Borrower Each Loan Party will cause (i) Administrative Agent, for the benefit of Administrative Agent itself and Lenders, pursuant to endorsements and assignments in form and substance reasonably satisfactory to Administrative Agent, to be named named, (Ai) as a lender loss payee or mortgagee in the case of property loss and damage casualty insurance, (Bii) as an additional insured in the case of all liability insurance, (iii) as assignee in the case of all business interruption insurance, (iv) as a lender loss payee in the case of any life insurance maintained on the life of any employee or owner of such Loan Party, and (Cv) as an additional insured in the case of all flood insurance and (ii) Administrative Agent and each Lender, pursuant to endorsements in form and substance reasonable acceptable to Administrative Agent, as an additional insured in the case of all liability insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation against Administrative Agent, Lenders and their respective Affiliates and any right of insurer to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Borrower (or its Subsidiaries)subrogation, (ii) provide that all insurance proceeds in excess of $1,000,000 250,000 shall be adjusted with and paid to Administrative Agent, Agent and (iii) be non-cancelable and not subject to material change as to Administrative Agent except upon thirty (30) days’ days prior written notice given by the insurer to Administrative Agent, (iv) contain a breach of representation or warranty provision in favor of Administrative Agent, Lenders and their respective Affiliates, (v) contain a cross-liability clause, and (vi) provide that the insurance be primary and without right of contribution from any other insurance which may be available to Administrative Agent, Lenders or any of their respective Affiliates and expressly provide that all provisions thereof, except the limits of liability (which shall be applicable to all insureds as a group), shall operate in the same manner as if there were a separate policy covering each insured, and liability for premiums shall be solely a liability of Borrower.

Maintenance of Books and Records; Properties; Insurance. Borrower The Loan Parties will keep and will cause its their respective Subsidiaries to keep adequate records and books of account, in which full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of such Persons to the extent required by GAAP. Borrower The Loan Parties will maintain or cause to be maintained and will cause its their respective Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all Collateral used in the business of Borrower the Loan Parties and its their respective Subsidiaries, and will make or cause to be made all appropriate repairs, renewals and replacements thereof, except for (A) Asset Dispositions permitted hereunder or (B) as would not reasonably, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Borrower The Loan Parties will and will cause each of its Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all Collateral in such form and in such detail as may be satisfactory to Administrative Agent. Borrower will maintain or cause to be maintained and will cause each of its their respective Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, commercial general liability, property loss and damage and business interruption insurance with respect to its their business and properties and the business and properties of its their respective Subsidiaries against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the telephone, cable and wireless communications industry and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as shall be acceptable to Administrative Agent customarily carried or maintained by companies of established reputation engaged in its reasonable discretion similar businesses, and will deliver evidence thereof to Administrative Agent on or prior to the Closing Date, Third Amendment Date and thereafter at least thirty (30) days prior to or upon any expiration thereof, evidence of renewal of such insurance. All property loss and damage insurance shall be on an all-risk basis and shall insure property for the full replacement cost thereof and contain an agreed amount endorsement waiving any coinsurance penalty. Any business interruption insurance shall include extra expense in an agreed amount equal to twelve (12) months’ projected loss of net profits, continuing expenses and debt service payments and contain an agreed amount endorsement waiving any coinsurance penalty. If any part of the real property Collateral lies within a “special flood hazard area” as defined and specified by the Federal Emergency Management Agency (or other appropriate Governmental Authority) pursuant to the Flood Disaster Protection Act of 1973, as amended (the “FDPA”), and Administrative Agent determines that flood insurance coverage is required to be obtained for such real property Collateral in order for Administrative Agent and such the Lenders to comply with the FDPA, Borrower the Loan Parties shall and shall cause its Subsidiaries to obtain and maintain such flood insurance policies as Administrative Agent reasonably requests so that Administrative Agent and such the Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent. Such policies of flood insurance shall be in form and substance satisfactory to Administrative Agent and shall be in an amount of at least the lesser of the value of such Collateral constituting buildings, structures or personal property located within the “special flood hazard area” or the maximum limit of coverage available under Applicable Law. Borrower The Loan Parties will cause (i) name Administrative Agent, for the benefit of Administrative Agent and Lenders, pursuant to endorsements and assignments in form and substance reasonably satisfactory to Administrative Agent, to be named (Ai) as a lender loss payee or mortgagee and mortgagee, if applicable, in the case of property loss and damage insurancecasualty insurance with respect to the Collateral, (Bii) as assignee an additional insured in the case of all business interruption insurance liability insurance, and (Ciii) as an additional insured in the case of all flood insurance and (ii) insurance. Unless Administrative Agent and each Lenderotherwise agrees, pursuant to endorsements in form and substance reasonable acceptable to Administrative Agent, as an additional insured in the case of all liability insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation against subrogation. Unless Administrative AgentAgent otherwise agrees, Lenders and their respective Affiliates and any right of insurer Borrower shall use commercially reasonable efforts to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Borrower (or its Subsidiaries), (ii) provide that obtain for all insurance proceeds in excess policies of $1,000,000 shall be adjusted with and paid to Administrative Agent, (iii) be the Loan Parties endorsements providing that each such insurance policy is non-cancelable and not subject to material change as to Administrative Agent except upon thirty (30) 30 days’ (and 10 days’ for non-payment of premiums) prior written notice given by the insurer to Administrative Agent. Administrative Agent shall be entitled, (iv) contain a breach upon reasonable advance notice, to review and/or receive copies of, the insurance policies of representation the Loan Parties and their respective Subsidiaries carried and maintained with respect to the Loan Parties’ obligations under this Subsection 2.2. Notwithstanding anything to the contrary herein, no provision of this Subsection 2.2 or warranty any provision in favor of this Agreement shall impose on Administrative Agent and the Lenders any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the Loan Parties and their respective Subsidiaries, nor shall Administrative Agent and the Lenders be responsible for any representations or warranties made by or on behalf of the Loan Parties and their respective Subsidiaries to any insurance broker, company or underwriter. Administrative Agent, Lenders at its sole option, may obtain any insurance required hereunder if not provided by the Loan Parties and their respective Affiliatesin such event, (v) contain a cross-liability clause, and (vi) provide that the insurance be primary and without right of contribution from any other insurance which may be available to Loan Parties shall reimburse Administrative Agent, Lenders or any of their respective Affiliates and expressly provide that all provisions Agent upon demand for the cost thereof, except the limits of liability (which shall be applicable to all insureds as a group), shall operate in the same manner as if there were a separate policy covering each insured, and liability for premiums shall be solely a liability of Borrower.

Maintenance of Books and Records; Properties; Insurance. Borrower ------------------------------------------------------- will and will cause its Subsidiaries to keep adequate records and books of account, in which full, true and correct complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions. Borrower will maintain or cause to be maintained and will cause its Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all Collateral material properties used in the business of Borrower and its Subsidiariesthe Borrower, and will make or cause to be made all appropriate repairs, renewals and replacements thereof. Borrower will and will cause each of its Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all Collateral in such form and in such detail as may be satisfactory to Administrative Agent. Borrower will maintain or cause to be maintained and will cause each of its Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, commercial general public liability, property loss and damage and business interruption insurance with respect to its business and properties and the business and properties of its Subsidiaries Borrower against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the telephone, cable cellular telephone and wireless communications industry and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as shall be amounts acceptable to Administrative Agent in its reasonable discretion Lender and will deliver evidence thereof to Administrative Agent on or prior to the Closing Date, and thereafter at least thirty (30) days prior to any expiration thereof, evidence of renewal of such insurance. All property loss and damage insurance shall be on an all-risk basis and shall insure property for the full replacement cost thereof and contain an agreed amount endorsement waiving any coinsurance penalty. Any business interruption insurance shall include extra expense in an agreed amount equal to twelve (12) months’ projected loss of net profits, continuing expenses and debt service payments and contain an agreed amount endorsement waiving any coinsurance penaltyLender. If any part of the Collateral lies within a “"special flood hazard area” " as defined and specified by the Federal Emergency Management Agency (or other appropriate Governmental Authority) pursuant to the Flood Disaster Protection Act of 1973, as amended (the “"FDPA”"), and Administrative Agent Lender determines that flood insurance coverage is required to be obtained for such Collateral in order for Administrative Agent and such Lenders Lender to comply with the FDPA, Borrower shall and shall cause its Subsidiaries to obtain and maintain such flood insurance policies as Administrative Agent Lender reasonably requests so that Administrative Agent and such Lenders Lender (or any assignee thereof) shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative AgentLender. Such policies of flood insurance shall be in form and substance satisfactory to Administrative Agent Lender and shall be in an amount of at least the lesser lessor of the value of such Collateral constituting buildings, structures or personal property located within the “"special flood hazard area” " or the maximum limit of coverage available under Applicable Law. Borrower will cause (i) Administrative Agent, for the benefit of Administrative Agent and LendersLender, pursuant to endorsements and assignments in form and substance reasonably satisfactory to Administrative AgentLender, to be named named, (Ai) as a lender loss payee or mortgagee in the case of property loss and damage casualty insurance, (Bii) as an additional insured in the case of all liability insurance, (iii) as assignee in the case of all business interruption insurance and (Civ) as an additional insured in the case of all flood insurance and (ii) Administrative Agent and each Lender, pursuant to endorsements in form and substance reasonable acceptable to Administrative Agent, as an additional insured in the case of all liability insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation against Administrative Agent, Lenders and their respective Affiliates and any right of insurer to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Borrower (or its Subsidiaries)subrogation, (ii) provide that all insurance proceeds in excess of $1,000,000 shall be adjusted with and paid to Administrative Agent, Lender and (iii) be non-cancelable and not subject to material change as to Administrative Agent Lender except upon thirty (30) days’ days prior written notice given by the insurer to Administrative Agent, (iv) contain a breach of representation or warranty provision in favor of Administrative Agent, Lenders and their respective Affiliates, (v) contain a cross-liability clause, and (vi) provide that the insurance be primary and without right of contribution from any other insurance which may be available to Administrative Agent, Lenders or any of their respective Affiliates and expressly provide that all provisions thereof, except the limits of liability (which shall be applicable to all insureds as a group), shall operate in the same manner as if there were a separate policy covering each insured, and liability for premiums shall be solely a liability of BorrowerLender.

Maintenance of Books and Records; Properties; Insurance. Borrower will keep and will cause each of its Significant Subsidiaries to keep adequate records and books of account, in which full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of such Persons. Borrower will maintain or cause to be maintained and will cause each of its Significant Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all Collateral material property used in its business and the business of Borrower and its Significant Subsidiaries, and will make or cause to be made all appropriate repairs, renewals and replacements thereof. Borrower will and will cause each of its Significant Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all Collateral property in such form and in such detail as may be reasonably satisfactory to Administrative AgentCoBank. Borrower will maintain or cause to be maintained and will cause each of its Significant Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, commercial general liability, property loss and damage and damage, business interruption and workers' compensation insurance with respect to its business and properties and the business and properties of its Significant Subsidiaries against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the telephonetelecommunications service provider industries, cable and wireless communications industry and of such typeswhich may include self-insurance, with such insurersif determined by Borrower to be reasonably prudent, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as shall be acceptable to Administrative Agent in its reasonable discretion and will deliver evidence thereof to Administrative Agent CoBank on or prior to the Closing Date, and thereafter at least thirty (30) 30 days prior to any expiration thereof, evidence of renewal of such insurance. All property loss and damage insurance shall be on an all-all risk basis and shall insure property for the full replacement cost thereof thereof. CoBank shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of Borrower and contain an agreed amount endorsement waiving its Significant Subsidiaries carried and maintained with respect to Borrower's obligations under this Subsection 2.2. Notwithstanding anything to the contrary herein, no provision of this Subsection 2.2 or any coinsurance penalty. Any business interruption insurance provision of this Agreement shall include extra expense in an agreed amount equal impose on CoBank any duty or obligation to twelve (12) months’ projected loss of net profits, continuing expenses and debt service payments and contain an agreed amount endorsement waiving any coinsurance penalty. If any part verify the existence or adequacy of the Collateral lies within a “special flood hazard area” as defined and specified by the Federal Emergency Management Agency (or other appropriate Governmental Authority) pursuant to the Flood Disaster Protection Act of 1973, as amended (the “FDPA”), and Administrative Agent determines that flood insurance coverage is required maintained by Borrower and its Significant Subsidiaries, nor shall CoBank be responsible for any representations or warranties made by or on behalf of Borrower and its Significant Subsidiaries to be obtained for any insurance broker, company or underwriter. CoBank, at its sole option, may obtain such Collateral insurance if not provided by Borrower and in order for Administrative Agent and such Lenders to comply with the FDPAevent, Borrower shall and shall cause its Subsidiaries to obtain and maintain such flood insurance policies as Administrative Agent reasonably requests so that Administrative Agent and such Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent. Such policies of flood insurance shall be in form and substance satisfactory to Administrative Agent and shall be in an amount of at least the lesser of the value of such Collateral constituting buildings, structures or personal property located within the “special flood hazard area” or the maximum limit of coverage available under Applicable Law. Borrower will cause (i) Administrative Agent, reimburse CoBank upon demand for the benefit of Administrative Agent and Lenders, pursuant to endorsements and assignments in form and substance reasonably satisfactory to Administrative Agent, to be named (A) as a lender loss payee or mortgagee in the case of property loss and damage insurance, (B) as assignee in the case of all business interruption insurance and (C) as an additional insured in the case of all flood insurance and (ii) Administrative Agent and each Lender, pursuant to endorsements in form and substance reasonable acceptable to Administrative Agent, as an additional insured in the case of all liability insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation against Administrative Agent, Lenders and their respective Affiliates and any right of insurer to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Borrower (or its Subsidiaries), (ii) provide that all insurance proceeds in excess of $1,000,000 shall be adjusted with and paid to Administrative Agent, (iii) be non-cancelable and not subject to material change as to Administrative Agent except upon thirty (30) days’ prior written notice given by the insurer to Administrative Agent, (iv) contain a breach of representation or warranty provision in favor of Administrative Agent, Lenders and their respective Affiliates, (v) contain a cross-liability clause, and (vi) provide that the insurance be primary and without right of contribution from any other insurance which may be available to Administrative Agent, Lenders or any of their respective Affiliates and expressly provide that all provisions cost thereof, except the limits of liability (which shall be applicable to all insureds as a group), shall operate in the same manner as if there were a separate policy covering each insured, and liability for premiums shall be solely a liability of Borrower.

Maintenance of Books and Records; Properties; Insurance. Borrower The Loan Parties will keep and will cause its their respective Subsidiaries to keep adequate records and books of account, in which full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of such Persons. Borrower The Loan Parties will maintain or cause to be maintained and will cause its their respective Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all Collateral used in the business of Borrower the Loan Parties and its their respective Subsidiaries, and will make or cause to be made all appropriate repairs, renewals and replacements thereof, except for (A) dispositions of assets permitted hereunder or (B) as would not reasonably, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Borrower The Loan Parties will and will cause each of its their respective Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all Collateral in such form and in such detail as may be satisfactory to Administrative Agent. Borrower The Loan Parties will maintain or cause to be maintained and will cause each of its their respective Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, commercial general liability, property loss and damage and business interruption insurance with respect to its their business and properties and the business and properties of its their respective Subsidiaries against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the telephone, cable and wireless communications industry and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as shall be acceptable to Administrative Agent customarily carried or maintained by companies of established reputation engaged in its reasonable discretion similar businesses, and will deliver evidence thereof to Administrative Agent on or prior to the Closing Date, Date and thereafter at least thirty (30) days prior to or upon any expiration thereof, evidence of renewal of such insurance. All property loss and damage insurance shall be on an all-risk basis and shall insure property for the full replacement cost thereof and contain an agreed amount endorsement waiving any coinsurance penalty. Any business interruption insurance shall include extra expense in an agreed amount equal to twelve (12) months’ projected loss of net profits, continuing expenses and debt service payments and contain an agreed amount endorsement waiving any coinsurance penalty. If any part of the Collateral lies within a “special flood hazard area” as defined and specified by the Federal Emergency Management Agency (or other appropriate Governmental Authority) pursuant to the Flood Disaster Protection Act of 1973, as amended (the “FDPA”), and Administrative Agent determines that flood insurance coverage is required to be obtained for such Collateral in order for Administrative Agent and such the Lenders to comply with the FDPA, Borrower the Loan Parties shall and shall cause its Subsidiaries to obtain and maintain such flood insurance policies as Administrative Agent reasonably requests so that Administrative Agent and such the Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent. Such policies of flood insurance shall be in form The Loan Parties will, and substance satisfactory to Administrative Agent and shall be in an amount of at least the lesser of the value of such Collateral constituting buildings, structures or personal property located within the “special flood hazard area” or the maximum limit of coverage available under Applicable Law. Borrower will cause (i) their respective Subsidiaries, to name Administrative Agent, for the benefit of Administrative Agent and Lenders, pursuant to endorsements and assignments in form and substance reasonably satisfactory to Administrative Agent, to be named (Ai) as a lender loss payee or mortgagee and mortgagee, if applicable, in the case of property loss and damage insurancecasualty insurance with respect to the Collateral, (Bii) as assignee an additional insured in the case of all business interruption insurance liability insurance, and (Ciii) as an additional insured in the case of all flood insurance and (ii) insurance. Unless Administrative Agent and each Lenderotherwise agrees, pursuant to endorsements in form and substance reasonable acceptable to Administrative Agent, as an additional insured in the case of all liability insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation against subrogation. Unless Administrative AgentAgent otherwise agrees, Lenders and their respective Affiliates and any right of insurer Borrower shall use commercially reasonable efforts to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Borrower (or its Subsidiaries), (ii) provide that obtain for all insurance proceeds in excess of $1,000,000 shall be adjusted with and paid to Administrative Agent, (iii) be policies endorsements providing that each such insurance policy is non-cancelable and not subject to material change as to Administrative Agent except upon thirty (30) 30 days’ (and 10 days’ for non-payment of premiums) prior written notice given by the insurer to Administrative Agent. Administrative Agent shall be entitled, (iv) contain a breach upon reasonable advance notice, to review and/or receive copies of, the insurance policies of representation the Loan Parties and their respective Subsidiaries carried and maintained with respect to the Loan Parties’ obligations under this Subsection 2.2. Notwithstanding anything to the contrary herein, no provision of this Subsection 2.2 or warranty any provision in favor of this Agreement shall impose on Administrative Agent and the Lenders any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the Loan Parties and their respective Subsidiaries, nor shall Administrative Agent and the Lenders be responsible for any representations or warranties made by or on behalf of the Loan Parties and their respective Subsidiaries to any insurance broker, company or underwriter. Administrative Agent, Lenders at its sole option, may obtain any insurance required hereunder if not provided by the Loan Parties and their respective Affiliatesin such event, (v) contain a cross-liability clause, and (vi) provide that the insurance be primary and without right of contribution from any other insurance which may be available to Loan Parties shall reimburse Administrative Agent, Lenders or any of their respective Affiliates and expressly provide that all provisions Agent upon demand for the cost thereof, except the limits of liability (which shall be applicable to all insureds as a group), shall operate in the same manner as if there were a separate policy covering each insured, and liability for premiums shall be solely a liability of Borrower.

Maintenance of Books and Records; Properties; Insurance. Borrower The Loan Parties will keep and will cause its their respective Subsidiaries to keep adequate records and books of account, in which full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of such Persons. Borrower The Loan Parties will maintain or cause to be maintained and will cause its their respective Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all Collateral used in the business of Borrower the Loan Parties and its their respective Subsidiaries, and will make or cause to be made all appropriate repairs, renewals and replacements thereof, except for (A) dispositions of assets permitted hereunder or (B) as would not reasonably, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Borrower The Loan Parties will and will cause each of its their respective Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all Collateral in such form and in such detail as may be satisfactory to Administrative Agent. Borrower The Loan Parties will maintain or cause to be maintained and will cause each of its their respective Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, commercial general liability, property loss and damage and business interruption insurance with respect to its their business and properties and the business and properties of its their respective Subsidiaries against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the telephone, cable and wireless communications industry and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as shall be acceptable to Administrative Agent customarily carried or maintained by companies of established reputation engaged in its reasonable discretion similar businesses, and will deliver evidence thereof to Administrative Agent on or prior to the Closing Date, and thereafter at least thirty (30) days prior to or upon any expiration thereof, evidence of renewal of such insurance. All property loss and damage insurance shall be on an all-risk basis and shall insure property for the full replacement cost thereof and contain an agreed amount endorsement waiving any coinsurance penalty. Any business interruption insurance shall include extra expense in an agreed amount equal to twelve (12) months’ projected loss of net profits, continuing expenses and debt service payments and contain an agreed amount endorsement waiving any coinsurance penalty. If any part of the Collateral lies within a “special flood hazard area” as defined and specified by the Federal Emergency Management Agency (or other appropriate Governmental Authority) pursuant to the Flood Disaster Protection Act of 1973, as amended (the “FDPA”), and Administrative Agent determines that flood insurance coverage is required to be obtained for such Collateral in order for Administrative Agent and such the Lenders to comply with the FDPA, Borrower the Loan Parties shall and shall cause its Subsidiaries to obtain and maintain such flood insurance policies as Administrative Agent reasonably requests so that Administrative Agent and such the Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent. Such policies of flood insurance shall be in form The Loan Parties will, and substance satisfactory to Administrative Agent and shall be in an amount of at least the lesser of the value of such Collateral constituting buildings, structures or personal property located within the “special flood hazard area” or the maximum limit of coverage available under Applicable Law. Borrower will cause (i) their respective Subsidiaries, to name Administrative Agent, for the benefit of Administrative Agent and Lenders, pursuant to endorsements and assignments in form and substance reasonably satisfactory to Administrative Agent, to be named (Ai) as a lender loss payee or mortgagee and mortgagee, if applicable, in the case of property loss and damage insurancecasualty insurance with respect to the Collateral, (Bii) as assignee an additional insured in the case of all business interruption insurance liability insurance, and (Ciii) as an additional insured in the case of all flood insurance and (ii) insurance. Unless Administrative Agent and each Lenderotherwise agrees, pursuant to endorsements in form and substance reasonable acceptable to Administrative Agent, as an additional insured in the case of all liability insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation against subrogation. Unless Administrative AgentAgent otherwise agrees, Lenders and their respective Affiliates and any right of insurer Borrower shall use commercially reasonable efforts to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Borrower (or its Subsidiaries), (ii) provide that obtain for all insurance proceeds in excess of $1,000,000 shall be adjusted with and paid to Administrative Agent, (iii) be policies endorsements providing that each such insurance policy is non-cancelable and not subject to material change as to Administrative Agent except upon thirty (30) 30 days’ (and ten days’ for non-payment of premiums) prior written notice given by the insurer to Administrative Agent. Administrative Agent shall be entitled, (iv) contain a breach upon reasonable advance notice, to review and/or receive copies of, the insurance policies of representation the Loan Parties and their respective Subsidiaries carried and maintained with respect to the Loan Parties’ obligations under this Subsection 2.2. Notwithstanding anything to the contrary herein, no provision of this Subsection 2.2 or warranty any provision in favor of this Agreement shall impose on Administrative Agent and the Lenders any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the Loan Parties and their respective Subsidiaries, nor shall Administrative Agent and the Lenders be responsible for any representations or warranties made by or on behalf of the Loan Parties and their respective Subsidiaries to any insurance broker, company or underwriter. Administrative Agent, Lenders at its sole option, may obtain any insurance required hereunder if not provided by the Loan Parties and their respective Affiliatesin such event, (v) contain a cross-liability clause, and (vi) provide that the insurance be primary and without right of contribution from any other insurance which may be available to Loan Parties shall reimburse Administrative Agent, Lenders or any of their respective Affiliates and expressly provide that all provisions Agent upon demand for the cost thereof, except the limits of liability (which shall be applicable to all insureds as a group), shall operate in the same manner as if there were a separate policy covering each insured, and liability for premiums shall be solely a liability of Borrower.

Maintenance of Books and Records; Properties; Insurance. Borrower will keep and will cause each of its Subsidiaries to keep adequate records and books of account, in which full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of such Persons. Borrower will maintain or cause to be maintained and will cause each of its Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all Collateral material property used in its business and the business of Borrower and its Subsidiaries, and will make or cause to be made all appropriate repairs, renewals and replacements thereof. Borrower will and will cause each of its Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all Collateral property in such form and in such detail as may be reasonably satisfactory to Administrative AgentCoBank. Borrower will maintain or cause to be maintained and will cause each of its Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, commercial general liability, property loss and damage and damage, business interruption and workers' compensation insurance with respect to its business and properties and the business and properties of its Subsidiaries against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the telephone, cable and wireless communications industry telecommunications service provider industries and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as shall be acceptable to Administrative Agent CoBank in its reasonable discretion discretion, which types, insurers, amounts, limits, deductibles, and other terms and conditions in no event may be less protective or less beneficial to Borrower and its Subsidiaries than the types, insurers, amounts, limits, deductibles, and other terms and conditions as are in place on the date hereof, and will deliver evidence thereof to Administrative Agent CoBank on or prior to the Closing Date, and thereafter at least thirty (30) 30 days prior to any expiration thereof, evidence of renewal of such insurance. All property loss and damage insurance shall be on an all-all risk basis and shall insure property for the full replacement cost thereof thereof. CoBank shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of Borrower and contain an agreed amount endorsement waiving its Subsidiaries carried and maintained with respect to Borrower's obligations under this Subsection 2.2. Notwithstanding anything to the contrary herein, no provision of this Subsection 2.2 or any coinsurance penalty. Any business interruption insurance provision of this Agreement shall include extra expense in an agreed amount equal impose on CoBank any duty or obligation to twelve (12) months’ projected loss of net profits, continuing expenses and debt service payments and contain an agreed amount endorsement waiving any coinsurance penalty. If any part verify the existence or adequacy of the Collateral lies within a “special flood hazard area” as defined and specified by the Federal Emergency Management Agency (or other appropriate Governmental Authority) pursuant to the Flood Disaster Protection Act of 1973, as amended (the “FDPA”), and Administrative Agent determines that flood insurance coverage is required maintained by Borrower and its Subsidiaries, nor shall CoBank be responsible for any representations or warranties made by or on behalf of Borrower and its Subsidiaries to be obtained for any insurance broker, company or underwriter. CoBank, at its sole option, may obtain such Collateral insurance if not provided by Borrower and in order for Administrative Agent and such Lenders to comply with the FDPAevent, Borrower shall and shall cause its Subsidiaries to obtain and maintain such flood insurance policies as Administrative Agent reasonably requests so that Administrative Agent and such Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent. Such policies of flood insurance shall be in form and substance satisfactory to Administrative Agent and shall be in an amount of at least the lesser of the value of such Collateral constituting buildings, structures or personal property located within the “special flood hazard area” or the maximum limit of coverage available under Applicable Law. Borrower will cause (i) Administrative Agent, reimburse CoBank upon demand for the benefit of Administrative Agent and Lenders, pursuant to endorsements and assignments in form and substance reasonably satisfactory to Administrative Agent, to be named (A) as a lender loss payee or mortgagee in the case of property loss and damage insurance, (B) as assignee in the case of all business interruption insurance and (C) as an additional insured in the case of all flood insurance and (ii) Administrative Agent and each Lender, pursuant to endorsements in form and substance reasonable acceptable to Administrative Agent, as an additional insured in the case of all liability insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation against Administrative Agent, Lenders and their respective Affiliates and any right of insurer to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Borrower (or its Subsidiaries), (ii) provide that all insurance proceeds in excess of $1,000,000 shall be adjusted with and paid to Administrative Agent, (iii) be non-cancelable and not subject to material change as to Administrative Agent except upon thirty (30) days’ prior written notice given by the insurer to Administrative Agent, (iv) contain a breach of representation or warranty provision in favor of Administrative Agent, Lenders and their respective Affiliates, (v) contain a cross-liability clause, and (vi) provide that the insurance be primary and without right of contribution from any other insurance which may be available to Administrative Agent, Lenders or any of their respective Affiliates and expressly provide that all provisions cost thereof, except the limits of liability (which shall be applicable to all insureds as a group), shall operate in the same manner as if there were a separate policy covering each insured, and liability for premiums shall be solely a liability of Borrower.