Common use of THE RIGHTS AND OBLIGATIONS Clause in Contracts

THE RIGHTS AND OBLIGATIONS. OF BORROWER, EACH GUARANTOR, LENDERS, EACH MANAGING AGENT, AND EACH AGENT SHALL BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS. THIS AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND THE OTHER WRITTEN LOAN PAPERS EXECUTED BY ANY BORROWER, ANY GUARANTOR, ANY LENDER, AND/OR ADMINISTRATIVE AGENT, (TOGETHER WITH ALL COMMITMENT LETTERS AND FEE LETTERS AS THEY RELATE TO THE PAYMENT OF FEES AFTER THE CLOSING DATE) REPRESENT THE FINAL AGREEMENT BETWEEN BORROWER, EACH GUARANTOR, MANAGING AGENT, LENDERS, AND AGENTS, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES. [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.] THIRD AMENDED AND 81 RESTATED CREDIT AGREEMENT IN WITNESS WHEREOF, the undersigned, by their duly authorized officers and trustees, as applicable, have executed this Agreement the day and year first above written. Attest: XXXXXX OPERATING COMPANY By: By: ------------------------------ ------------------------------ Name: Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary Title: President [CORPORATE SEAL] CORESTATES BANK, N.A., for itself as Administrative Agent, as an Agent, and as a Lender By: ------------------------------ Name: ------------------------- Title: ------------------------ [EXECUTIONS CONTINUED] THIRD AMENDED AND RESTATED CREDIT AGREEMENT Each of the undersigned GUARANTORS hereby acknowledges that it has reviewed this Credit Agreement and agrees that the representations and covenants contained in SECTIONS 5, 8, 9, and 10 hereof apply to Guarantors: XXXXXX COMMUNICATIONS CORPORATION By: --------------------------------- Name: Xxxxxxx X. Xxxxxx Title: President XXXXXX CELLULAR SYSTEMS, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF XXXXXXXX, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF XXXX, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF KANSAS/MISSOURI, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President THIRD AMENDED AND RESTATED CREDIT AGREEMENT XXXXXX CELLULAR OF MARYLAND, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF ARIZONA, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President TEXAS RSA NO. 2 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President OKLAHOMA RSA 5 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President OKLAHOMA RSA 7 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President THIRD AMENDED AND RESTATED CREDIT AGREEMENT XXXXXX CELLULAR SUBSIDIARY COMPANY By: --------------------------------- Name: ---------------------------- Title: --------------------------- ASSOCIATED TELECOMMUNICATIONS & TECHNOLOGIES, INC. By: --------------------------------- Name: ---------------------------- Title: --------------------------- XXXXXX CELLULAR OF SOUTHERN CALIFORNIA, INC. By: --------------------------------- Name: ---------------------------- Title: --------------------------- THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THE RIGHTS AND OBLIGATIONS. OF BORROWER, EACH GUARANTOR, LENDERS, EACH MANAGING AGENT, BORROWER AND EACH AGENT LENDER SHALL BE DETERMINED SOLELY FROM THIS WRITTEN AGREEMENTS, LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN SUCH PARTIES LENDER AND BORROWER CONCERNING THE SUBJECT MATTER HEREOF AND OF THE OTHER LOAN DOCUMENTS ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGSTHIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THIS AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND THE OTHER WRITTEN LOAN PAPERS EXECUTED DOCUMENTS MAY NOT BE VARIED BY ANY BORROWERORAL AGREEMENTS OR DISCUSSIONS THAT OCCUR BEFORE, ANY GUARANTORCONTEMPORANEOUSLY WITH, ANY LENDER, AND/OR ADMINISTRATIVE AGENT, (TOGETHER WITH ALL COMMITMENT LETTERS AND FEE LETTERS AS THEY RELATE SUBSEQUENT TO THE PAYMENT EXECUTION OF FEES AFTER THIS LOAN AGREEMENT OR THE CLOSING DATE) LOAN DOCUMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AGREEMENTS BETWEEN BORROWER, EACH GUARANTOR, MANAGING AGENT, LENDERS, AND AGENTS, THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH THE PARTIES. [REMAINDER OF PAGE INTENTIONALLY BLANKWitness the due execution hereof by the undersigned as of the date first written above. SIGNATURE PAGES FOLLOWBORROWER: VALENCE TECHNOLOGY, INC.] THIRD AMENDED AND 81 RESTATED CREDIT AGREEMENT IN WITNESS WHEREOF, the undersigned, by their duly authorized officers and trustees, as applicable, have executed this Agreement the day and year first above written. Attest: XXXXXX OPERATING COMPANY a Delaware corporation By: /s/ Kevin W. Mischnick --------------------------------------------- Name: Kevin Mischnick --------------------------------------------- Its: Vice President of Finance --------------------------------------------- LENDER: SFT I, INC., a Delaware corporation By: ------------------------------ ------------------------------ /s/ Anne Manevitz --------------------------------------------- Name: Xxxxxxx Xxxxxx NameAnne Manevitz --------------------------------------------- Its: Xxxxxxx X. Xxxxxx Title: Secretary Title: President [CORPORATE SEAL] CORESTATES BANK, N.A., for itself as Administrative Agent, as an Agent, and as a Lender By: ------------------------------ Name: ------------------------- Title: ------------------------ [EXECUTIONS CONTINUED] THIRD AMENDED AND RESTATED CREDIT AGREEMENT Each of the undersigned GUARANTORS hereby acknowledges that it has reviewed this Credit Agreement and agrees that the representations and covenants contained in SECTIONS 5, 8, 9, and 10 hereof apply to Guarantors: XXXXXX COMMUNICATIONS CORPORATION By: --------------------------------- Name: Xxxxxxx X. Xxxxxx Title: President XXXXXX CELLULAR SYSTEMSAuthorized Signatory --------------------------------------------- Valence - M001234:1 Schedule 3.1(I) CLOSING CHECKLIST $20,000,000.00 Loan made by SFT I, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF XXXXXXXXto VALENCE TECHNOLOGY, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF XXXX, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF KANSAS/MISSOURI, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President THIRD AMENDED AND RESTATED CREDIT AGREEMENT XXXXXX CELLULAR OF MARYLAND, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF ARIZONA, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President TEXAS RSA NO. 2 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President OKLAHOMA RSA 5 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President OKLAHOMA RSA 7 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President THIRD AMENDED AND RESTATED CREDIT AGREEMENT XXXXXX CELLULAR SUBSIDIARY COMPANY By: --------------------------------- Name: ---------------------------- Title: --------------------------- ASSOCIATED TELECOMMUNICATIONS & TECHNOLOGIES, INC. By: --------------------------------- Name: ---------------------------- Title: --------------------------- XXXXXX CELLULAR OF SOUTHERN CALIFORNIA, INC. By: --------------------------------- Name: ---------------------------- Title: --------------------------- THIRD AMENDED AND RESTATED CREDIT AGREEMENTPARTY DEFINED TERM

THE RIGHTS AND OBLIGATIONS. OF BORROWER, EACH GUARANTOR, LENDERS, EACH MANAGING AGENT, BORROWER AND EACH AGENT LENDER SHALL BE DETERMINED SOLELY FROM THIS WRITTEN AGREEMENTS, LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN SUCH PARTIES LENDER AND BORROWER CONCERNING THE SUBJECT MATTER HEREOF AND OF THE OTHER LOAN DOCUMENTS ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGSTHIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THIS AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND THE OTHER WRITTEN LOAN PAPERS EXECUTED DOCUMENTS MAY NOT BE VARIED BY ANY BORROWERORAL AGREEMENTS OR DISCUSSIONS THAT OCCUR BEFORE, ANY GUARANTORCONTEMPORANEOUSLY WITH, ANY LENDER, AND/OR ADMINISTRATIVE AGENT, (TOGETHER WITH ALL COMMITMENT LETTERS AND FEE LETTERS AS THEY RELATE SUBSEQUENT TO THE PAYMENT EXECUTION OF FEES AFTER THIS LOAN AGREEMENT OR THE CLOSING DATE) LOAN DOCUMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AGREEMENTS BETWEEN BORROWER, EACH GUARANTOR, MANAGING AGENT, LENDERS, AND AGENTS, THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH THE PARTIES. [REMAINDER OF PAGE INTENTIONALLY BLANKWitness the due execution hereof by the undersigned as of the date first written above. SIGNATURE PAGES FOLLOW.] THIRD AMENDED AND 81 RESTATED CREDIT AGREEMENT IN WITNESS WHEREOFBORROWER: ALEXION MANUFACTURING LLC, the undersigned, by their duly authorized officers and trustees, as applicable, have executed this Agreement the day and year first above written. Attest: XXXXXX OPERATING COMPANY a Delaware limited liability company By: ALEXION PHARMACEUTICALS, INC., a Delaware corporation, its sole member By: ------------------------------ ------------------------------ Name: Xxxxxxx /s/ Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Secretary TitlePresident/COO LENDER: President [CORPORATE SEAL] CORESTATES BANKiSTAR FINANCIAL INC., N.A., for itself as Administrative Agent, as an Agent, and as a Lender Maryland corporation By: ------------------------------ Illegible Name: ------------------------- Title: ------------------------ [EXECUTIONS CONTINUED] THIRD AMENDED AND RESTATED CREDIT AGREEMENT Each of the undersigned GUARANTORS hereby acknowledges that it has reviewed this Credit Agreement and agrees that the representations and covenants contained in SECTIONS 5, 8, 9, and 10 hereof apply to Guarantors: XXXXXX COMMUNICATIONS CORPORATION By: --------------------------------- Name: Xxxxxxx X. Xxxxxx Title: President XXXXXX CELLULAR SYSTEMS, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF XXXXXXXX, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF XXXX, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF KANSAS/MISSOURI, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President THIRD AMENDED AND RESTATED CREDIT AGREEMENT XXXXXX CELLULAR OF MARYLAND, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF ARIZONA, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President TEXAS RSA NO. 2 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President OKLAHOMA RSA 5 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President OKLAHOMA RSA 7 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President THIRD AMENDED AND RESTATED CREDIT AGREEMENT XXXXXX CELLULAR SUBSIDIARY COMPANY By: --------------------------------- Name: ---------------------------- Title: --------------------------- ASSOCIATED TELECOMMUNICATIONS & TECHNOLOGIES, INC. By: --------------------------------- Name: ---------------------------- Title: --------------------------- XXXXXX CELLULAR OF SOUTHERN CALIFORNIA, INC. By: --------------------------------- Name: ---------------------------- Title: --------------------------- THIRD AMENDED AND RESTATED CREDIT AGREEMENTIllegible

THE RIGHTS AND OBLIGATIONS. OF BORROWER, EACH GUARANTOR, LENDERS, EACH MANAGING AGENT, BORROWER AND EACH AGENT LENDER SHALL BE DETERMINED SOLELY FROM THIS WRITTEN AGREEMENTS, AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN SUCH PARTIES LENDER AND BORROWER CONCERNING THE SUBJECT MATTER HEREOF AND OF THE OTHER LOAN DOCUMENTS ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGSTHIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THIS AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND THE OTHER WRITTEN LOAN PAPERS EXECUTED DOCUMENTS MAY NOT BE VARIED BY ANY BORROWERORAL AGREEMENTS OR DISCUSSIONS THAT OCCUR BEFORE, ANY GUARANTORCONTEMPORANEOUSLY WITH, ANY LENDER, AND/OR ADMINISTRATIVE AGENT, (TOGETHER WITH ALL COMMITMENT LETTERS AND FEE LETTERS AS THEY RELATE SUBSEQUENT TO THE PAYMENT EXECUTION OF FEES AFTER THIS AGREEMENT OR THE CLOSING DATE) LOAN DOCUMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AGREEMENTS BETWEEN BORROWER, EACH GUARANTOR, MANAGING AGENT, LENDERS, AND AGENTS, THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH THE PARTIES. Witness the due execution hereof by the undersigned as of the date first written above. BORROWER: [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.PROJECT HOLDCO] THIRD AMENDED AND 81 RESTATED CREDIT AGREEMENT IN WITNESS WHEREOF, the undersigned, by their duly authorized officers and trustees, as applicable, have executed this Agreement the day and year first above written. Attest: XXXXXX OPERATING COMPANY By: ___________________________________ Name: _________________________________ Its: __________________________________ LENDER: [LENDCO] By: ------------------------------ ------------------------------ ___________________________________ Name: Xxxxxxx Xxxxxx Name_________________________________ Its: Xxxxxxx X. Xxxxxx Title: Secretary Title: President [CORPORATE SEAL] CORESTATES BANK, N.A., for itself as Administrative Agent, as an Agent, and as a Lender By: ------------------------------ Name: ------------------------- Title: ------------------------ [EXECUTIONS CONTINUED] THIRD AMENDED AND RESTATED CREDIT AGREEMENT Each of the undersigned GUARANTORS hereby acknowledges that it has reviewed this Credit Agreement and agrees that the representations and covenants contained in SECTIONS 5, 8, 9, and 10 hereof apply to Guarantors: XXXXXX COMMUNICATIONS CORPORATION By: --------------------------------- Name: Xxxxxxx X. Xxxxxx Title: President XXXXXX CELLULAR SYSTEMS, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF XXXXXXXX, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF XXXX, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF KANSAS/MISSOURI, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President THIRD AMENDED AND RESTATED CREDIT AGREEMENT XXXXXX CELLULAR OF MARYLAND, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF ARIZONA, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President TEXAS RSA NO. 2 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President OKLAHOMA RSA 5 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President OKLAHOMA RSA 7 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President THIRD AMENDED AND RESTATED CREDIT AGREEMENT XXXXXX CELLULAR SUBSIDIARY COMPANY By: --------------------------------- Name: ---------------------------- Title: --------------------------- ASSOCIATED TELECOMMUNICATIONS & TECHNOLOGIES, INC. By: --------------------------------- Name: ---------------------------- Title: --------------------------- XXXXXX CELLULAR OF SOUTHERN CALIFORNIA, INC. By: --------------------------------- Name: ---------------------------- Title: --------------------------- THIRD AMENDED AND RESTATED CREDIT AGREEMENT__________________________________