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 each of its Subsidiaries to keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions. Borrower will and will cause each of its Restricted Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all 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 Restricted Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, 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 cellular telephone and wireless communications industry and in amounts acceptable to Administrative Agent and will deliver evidence thereof to Administrative Agent. 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 or such Lender to comply with the FDPA, Borrower shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such Lender. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the 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 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 to be named, (i) as a lender loss payee in the case of casualty insurance, (ii) as an additional insured in the case of all liability insurance, (iii) as assignee in the case of all business interruption insurance and (iv) as an additional insured in the case of all flood insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation, (ii) provide that all insurance proceeds shall be adjusted with and paid to Administrative Agent and (iii) be non-cancelable as to Administrative Agent except upon thirty (30) days prior written notice given by the insurer to Administrative Agent.

Maintenance of Books and Records; Properties; Insurance. Borrower ------------------------------------------------------- The Loan Parties will keep and will cause each of its their respective Restricted Subsidiaries to keep adequate records and books of account, in which complete full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactionstransactions of such Persons to the extent required by GAAP. Borrower The Loan Parties will maintain or cause to be maintained and will cause each of its their respective Restricted Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all material of their properties used in the business of the Borrower 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 their respective Restricted Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, public liability, property loss and damage and business interruption insurance with respect to its their business and properties and the business and properties of Borrower and its their respective Restricted Subsidiaries against loss and damage of the kinds and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as customarily carried or maintained by corporations companies of established reputation engaged in similar businesses, and to the cellular telephone and wireless communications industry and in amounts acceptable extent not previously delivered to the Administrative Agent and Agent, will deliver evidence thereof to Administrative Agent. If any part of the Collateral lies within a "special flood hazard area" as defined and specified by the Federal Emergency Management Agency (Agent on or other appropriate Governmental Authority) pursuant prior to the Flood Disaster Protection Act Fourth Amendment and Restatement Date and thereafter prior to or upon any expiration thereof, evidence 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 or such Lender to comply with the FDPA, Borrower shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such Lender. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the lessor of the value renewal 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 Lawinsurance. Borrower will, and The Loan Parties will cause each of the Subsidiary Guarantors to, cause 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 namedAgent, (i) as a lender loss payee and mortgagee, if applicable, in the case of casualty insuranceinsurance with respect to the Collateral, (ii) as an additional insured in the case of all liability insurance, and (iii) as assignee in the case of all business interruption insurance and (iv) as an additional insured in the case of all 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. Unless Administrative Agent otherwise agrees, (ii) provide that Borrower shall use commercially reasonable efforts to obtain for all insurance proceeds shall be adjusted with and paid to Administrative Agent and (iii) be policies of the Loan Parties required hereunder, endorsements providing that each such insurance policy is non-cancelable as to Administrative Agent except upon thirty 30 days’ (30and 10 days’ for non-payment of premiums) days prior written notice given by the insurer to Administrative Agent. Administrative Agent shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of 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 any provision 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, at its sole option, may obtain any insurance required hereunder if not provided by the Loan Parties and, in such event, the Loan Parties shall reimburse Administrative Agent upon demand for the cost thereof.

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 complete full, true and correct 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 material properties Collateral 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 Restricted 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, public commercial general 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 cellular telephone telephone, cable and wireless communications industry and of such types, with such insurers, in amounts 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 AgentAgent 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 or any Lender determines that flood insurance coverage is required to be obtained for such Collateral in order for Administrative Agent or and such Lender Lenders to comply with the FDPA, Borrower shall or and shall cause the applicable Subsidiary Guarantor to, its Subsidiaries to obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or and such Lender Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such LenderAgent. 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 lessor 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, and will cause each of the Subsidiary Guarantors to, 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 Agent, to be named, named (iA) as a lender loss payee or mortgagee in the case of casualty property loss and damage insurance, (ii) as an additional insured in the case of all liability insurance, (iiiB) as assignee in the case of all business interruption insurance and (ivC) 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 subrogationsubrogation 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 and Agent, (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 each of its their respective Subsidiaries to keep adequate records and books of account, in which complete full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactionstransactions of such Persons to the extent required by GAAP. Borrower The Loan Parties will maintain or cause to be maintained and will cause each of its Restricted their respective Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all material properties Collateral used in the business of the Borrower Loan Parties and its Restricted 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 Restricted their respective Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, public liability, property loss and damage and business interruption insurance with respect to its their business and properties and the business and properties of Borrower and its Restricted their respective Subsidiaries against loss and damage of the kinds and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as customarily carried or maintained by corporations companies of established reputation engaged in the cellular telephone and wireless communications industry and in amounts acceptable to Administrative Agent similar businesses, and will deliver evidence thereof to Administrative AgentAgent on or prior to the Third Amendment Date and thereafter prior to or upon any expiration thereof, evidence of renewal of such insurance. 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 or any Lender determines that flood insurance coverage is required to be obtained for such real property Collateral in order for Administrative Agent or such Lender and the Lenders to comply with the FDPA, Borrower the Loan Parties shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender and the Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such LenderAgent. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the 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 The Loan Parties will cause each of the Subsidiary Guarantors to, cause 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 namedAgent, (i) as a lender loss payee and mortgagee, if applicable, in the case of casualty insuranceinsurance with respect to the Collateral, (ii) as an additional insured in the case of all liability insurance, and (iii) as assignee in the case of all business interruption insurance and (iv) as an additional insured in the case of all flood insurance. All Unless Administrative Agent otherwise agrees, all insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation. Unless Administrative Agent otherwise agrees, (ii) provide that Borrower shall use commercially reasonable efforts to obtain for all insurance proceeds shall be adjusted with and paid to Administrative Agent and (iii) be policies of the Loan Parties endorsements providing that each such insurance policy is non-cancelable as to Administrative Agent except upon thirty 30 days’ (30and 10 days’ for non-payment of premiums) days prior written notice given by the insurer to Administrative Agent. Administrative Agent shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of 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 any provision 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, at its sole option, may obtain any insurance required hereunder if not provided by the Loan Parties and in such event, the Loan Parties shall reimburse Administrative Agent upon demand for the cost thereof.

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 complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions. Borrower will 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 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 Restricted Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, 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 cellular telephone and wireless communications industry and in amounts acceptable to Administrative Agent and will deliver evidence thereof to Administrative Agent. 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 or such Lender to comply with the FDPA, Borrower shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such Lender. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the 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 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 to be named, (i) as a lender loss payee in the case of casualty insurance, (ii) as an additional insured in the case of all liability insurance, (iii) as assignee in the case of all business interruption insurance and (iv) as an additional insured in the case of all flood insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation, (ii) provide that all insurance proceeds shall be adjusted with and paid to Administrative Agent and (iii) be non-cancelable as to Administrative Agent except upon thirty (30) days prior written notice given by the insurer to Administrative Agent.

Maintenance of Books and Records; Properties; Insurance. Borrower ------------------------------------------------------- Each Loan Party will and will cause each of its Subsidiaries to keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions. Borrower Each Loan Party will and will cause each of its Restricted Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all material properties used in the business of the Borrower such Loan Party and its Restricted 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 Restricted Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, 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 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 cellular telephone and wireless communications industry in amounts, with such deductibles, and in amounts otherwise on such terms and conditions as shall be reasonably acceptable to Administrative Agent and will deliver evidence thereof to Administrative Agent. 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 or such Lender to comply with the FDPA, Borrower such Loan Party shall or shall cause the applicable Subsidiary Guarantor toThird Amended and 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 or such Lender shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such Lender. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the lessor 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, and Each Loan Party will cause each of the Subsidiary Guarantors to, cause 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 Agent, to be named, (i) as a lender loss payee in the case of casualty insurance, (ii) 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 (ivv) as an additional insured in the case of all flood insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation, (ii) provide that all insurance proceeds in excess of $1,000,000 shall be adjusted with and paid to Administrative Agent and (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.

Maintenance of Books and Records; Properties; Insurance. Borrower ------------------------------------------------------- The Loan Parties will keep and will cause each of its their respective Subsidiaries to keep adequate records and books of account, in which complete full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactionstransactions of such Persons. Borrower The Loan Parties will maintain or cause to be maintained and will cause each of its Restricted their respective Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all material properties Collateral used in the business of the Borrower Loan Parties and its Restricted 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 Restricted 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. The Loan Parties will and will cause their respective Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, public liability, property loss and damage and business interruption insurance with respect to its their business and properties and the business and properties of Borrower and its Restricted their respective Subsidiaries against loss and damage of the kinds and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as customarily carried or maintained by corporations companies of established reputation engaged in the cellular telephone and wireless communications industry and in amounts acceptable to Administrative Agent similar businesses, and will deliver evidence thereof to Administrative AgentAgent on or prior to the Closing Date, and thereafter prior to or upon any expiration thereof, evidence of renewal of such insurance. 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 or such Lender and the Lenders to comply with the FDPA, Borrower the Loan Parties shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender and the Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such LenderAgent. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the 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 The Loan Parties will, and will cause each of the Subsidiary Guarantors totheir respective Subsidiaries, cause 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 namedAgent, (i) as a lender loss payee and mortgagee, if applicable, in the case of casualty insuranceinsurance with respect to the Collateral, (ii) as an additional insured in the case of all liability insurance, and (iii) as assignee in the case of all business interruption insurance and (iv) as an additional insured in the case of all flood insurance. All Unless Administrative Agent otherwise agrees, all insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation. Unless Administrative Agent otherwise agrees, (ii) provide that Borrower shall use commercially reasonable efforts to obtain for all insurance proceeds shall be adjusted with and paid to Administrative Agent and (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 days’ (30and ten days’ for non-payment of premiums) days prior written notice given by the insurer to Administrative Agent. Administrative Agent shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of 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 any provision 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, at its sole option, may obtain any insurance required hereunder if not provided by the Loan Parties and in such event, the Loan Parties shall reimburse Administrative Agent upon demand for the cost thereof.

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 complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions. Borrower will and will cause each of its Restricted Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all material properties used in the business of the Borrower and its Restricted SubsidiariesBorrower, and will make or cause to be made all appropriate repairs, renewals and replacements thereof. Borrower will and will cause each of its Restricted Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, 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 cellular telephone and wireless communications industry and in amounts acceptable to Administrative Agent Lender and will deliver evidence thereof to Administrative AgentLender. 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 or such Lender to comply with the FDPA, Borrower shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent Lender (or such Lender any assignee thereof) shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such Lender. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the 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 each of the Subsidiary Guarantors to, cause Administrative Agent, for the benefit of Administrative Agent and LendersLender, pursuant to endorsements and assignments in form and substance reasonably satisfactory to Administrative Agent Lender, to be named, (i) as a lender loss payee in the case of casualty insurance, (ii) as an additional insured in the case of all liability insurance, (iii) as assignee in the case of all business interruption insurance and (iv) as an additional insured in the case of all flood insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation, (ii) provide that all insurance proceeds shall be adjusted with and paid to Administrative Agent Lender and (iii) be non-cancelable as to Administrative Agent Lender except upon thirty (30) days prior written notice given by the insurer to Administrative AgentLender.

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 complete full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactionstransactions of such Persons. 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 material properties property used in its business and 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 Restricted Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all 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, public 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 Borrower and its Restricted Subsidiaries against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the cellular telephone and wireless communications industry and in amounts acceptable similar industries, which may include self-insurance, if determined by Borrower to Administrative Agent be reasonably prudent, and will deliver evidence thereof to Administrative AgentAgent on or prior to the Closing Date, and thereafter at least 30 days prior to any expiration thereof, evidence of renewal of such insurance. If All property loss and damage insurance shall be on an all risk basis and shall insure property for the full replacement cost thereof. Administrative Agent shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of Borrower and 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 part provision of this Agreement shall impose on Administrative Agent and Lenders any duty or obligation to verify the existence or adequacy of the Collateral lies within a "special flood hazard area" as defined insurance coverage maintained by Borrower and specified by the Federal Emergency Management Agency (or other appropriate Governmental Authority) pursuant to the Flood Disaster Protection Act of 1973its Subsidiaries, as amended (the "FDPA"), and 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 Lender determines that flood insurance coverage is required to be obtained for broker, company or underwriter. Administrative Agent, at its sole option, may obtain such Collateral insurance if not provided by Borrower and in order for Administrative Agent or such Lender to comply with the FDPAevent, Borrower shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as reimburse Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such Lender. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the 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 each of the Subsidiary Guarantors to, cause 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, (i) as a lender loss payee in the case of casualty insurance, (ii) as an additional insured in the case of all liability insurance, (iii) as assignee in the case of all business interruption insurance and (iv) as an additional insured in the case of all flood insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation, (ii) provide that all insurance proceeds shall be adjusted with and paid to Administrative Agent and (iii) be non-cancelable as to Administrative Agent except upon thirty (30) days prior written notice given by the insurer to Administrative Agentcost thereof.

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 complete full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactionstransactions of such Persons. Borrower will maintain or cause to be maintained and will cause each of its Restricted Significant Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all material properties property used in its business and the business of the Borrower and its Restricted 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 Restricted Significant Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all property in such form and in such detail as may be reasonably satisfactory to CoBank. 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, public 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 Borrower and its Restricted Significant Subsidiaries against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the cellular telephone and wireless communications industry and in amounts acceptable telecommunications service provider industries, which may include self-insurance, if determined by Borrower to Administrative Agent be reasonably prudent, and will deliver evidence thereof to Administrative AgentCoBank on or prior to the Closing Date, and thereafter at least 30 days prior to any expiration thereof, evidence of renewal of such insurance. If All property loss and damage insurance shall be on an all risk basis and shall insure property for the full replacement cost thereof. CoBank shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of Borrower and 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 part provision of this Agreement shall impose on CoBank any duty or obligation to 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 or any Lender 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 or such Lender to comply with the FDPAevent, Borrower shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such Lender. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the 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 each of the Subsidiary Guarantors to, cause 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, (i) as a lender loss payee in the case of casualty insurance, (ii) as an additional insured in the case of all liability insurance, (iii) as assignee in the case of all business interruption insurance and (iv) as an additional insured in the case of all flood insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation, (ii) provide that all insurance proceeds shall be adjusted with and paid to Administrative Agent and (iii) be non-cancelable as to Administrative Agent except upon thirty (30) days prior written notice given by the insurer to Administrative Agentcost thereof.

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 complete full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactionstransactions of such Persons. 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 material properties Collateral used in its business and the business of the Borrower and its Restricted Subsidiaries, and will make or cause to be made all appropriate repairs, renewals and replacements thereof, except for (i) dispositions of assets permitted hereunder or (ii) as would not reasonably, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Borrower will and will cause each of its Restricted 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, 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 and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as customarily carried or maintained by corporations of established reputation engaged in the cellular telephone and wireless communications industry and in amounts acceptable to Administrative Agent similar businesses, and will deliver evidence thereof to Administrative AgentAgent on or prior to the Closing Date, and thereafter at least 30 days prior to any expiration thereof, evidence of renewal of such insurance. 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 Credit Agreement/Atlantic Tele-Network, Inc. Collateral in order for Administrative Agent or such Lender and Lenders to comply with the FDPA, the appropriate Borrower shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender and Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such LenderAgent. Such policies of flood insurance shall be in form and substance reasonably satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the lessor 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, and will cause each of the Subsidiary Guarantors to, 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 Agent, to be named, named (iA) as a lender loss payee or mortgagee in the case of casualty property loss and damage insurance, (ii) as an additional insured in the case of all liability insurance, (iiiB) as assignee in the case of all business interruption insurance and (ivC) as an additional insured in the case of all flood insurance and workers’ compensation insurance (to the extent permitted by Applicable Law) and (ii) Administrative Agent, pursuant to endorsements in form and substance reasonably acceptable to Administrative Agent, to be named 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 subrogationsubrogation 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) following notice to Borrower during the continuation of a Default or Event of Default, provide that all insurance proceeds shall be adjusted with and paid to Administrative Agent and Agent, (iii) be non-cancelable and not subject to material change as to Administrative Agent except upon thirty (30) 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, (v) contain a cross liability clause, (vi) with respect to property loss and damage insurance and business interruption insurance, provide that the interests of the Administrative Agent shall not be invalidated by any action or inaction (other than non-payment) of Borrower, its Subsidiaries, or any other Person, and shall insure the Administrative Agent regardless of any breach or violation by Borrower, its Subsidiaries or any other person, of any warranties, declarations or conditions of such policies and (vii) provide that the insurance be primary and without right of contribution from any other insurance which may be available to Administrative Agent 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. Administrative Agent shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of Borrower and 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 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 insurance if not provided by Borrower and in such event, Borrower shall reimburse Administrative Agent upon demand for the cost thereof. Credit Agreement/Atlantic Tele-Network, Inc.

Maintenance of Books and Records; Properties; Insurance. Borrower ------------------------------------------------------- The Loan Parties will keep and will cause each of its their respective Subsidiaries to keep adequate records and books of account, in which complete full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactionstransactions of such Persons. Borrower The Loan Parties will maintain or cause to be maintained and will cause each of its Restricted their respective Subsidiaries to maintain or cause to be maintained in good repair, working order and condition (ordinary wear and tear and casualty events excepted) all material properties Collateral used in the business of the Borrower Loan Parties and its Restricted 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, 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 Restricted 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 in accordance with sound business practice. The Loan Parties will and will cause their respective Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, public liability, property loss and damage and business interruption insurance with respect to its their business and properties and the business and properties of Borrower and its Restricted their respective Subsidiaries against loss and damage of the kinds and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as customarily carried or maintained by corporations companies of established reputation engaged in the cellular telephone and wireless communications industry and in amounts acceptable to Administrative Agent similar businesses, and will deliver evidence thereof to Administrative AgentAgent on or prior to the Amendment Date. Not less than 15 days (or such later date as Administrative Agent shall agree to in its reasonable discretion) prior to the expiration date of the insurance policies required to be maintained by any Loan Party or its Subsidiaries pursuant to the terms hereof, Borrower will deliver to Administrative Agent one or more certificates of insurance evidencing renewal of the insurance coverage required hereunder plus such other evidence of payment of premiums therefor as Administrative Agent may reasonably request. 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 or such Lender and Lenders to comply with the FDPA, Borrower the Loan Parties shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender and Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such LenderAgent. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the 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 The Loan Parties will, and will cause each of the their respective Subsidiaries (other than any Excluded Subsidiaries, Foreign Subsidiaries and Foreign Subsidiary Guarantors toHolding Companies), cause 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 namedAgent, (i) as a lender loss payee and mortgagee, if applicable, in the case of casualty insuranceinsurance with respect to the Collateral, (ii) as an additional insured in the case of all liability insurance, and (iii) as assignee in the case of all business interruption insurance and (iv) as an additional insured in the case of all flood insurance. All Unless Administrative Agent otherwise agrees, all insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation. Unless Administrative Agent otherwise agrees, (ii) provide that Borrower shall use commercially reasonable efforts to obtain for all insurance proceeds shall be adjusted with and paid to Administrative Agent and (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 days’ (30and 10 days’ for non-payment of premiums) days prior written notice given by the insurer to Administrative Agent. Amended and Restated Credit Agreement/Shenandoah Telecommunications Company Administrative Agent shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of 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 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 the Loan Parties and their respective Subsidiaries, nor shall Administrative Agent and 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, at its sole option, may obtain any insurance required hereunder if not provided by the Loan Parties and in such event, the Loan Parties shall reimburse Administrative Agent upon demand for the cost thereof.

Maintenance of Books and Records; Properties; Insurance. Borrower ------------------------------------------------------- The Loan Parties will keep and will cause each of its their respective Subsidiaries to keep adequate records and books of account, in which complete full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactionstransactions of such Persons. Borrower The Loan Parties will maintain or cause to be maintained and will cause each of its Restricted their respective Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all material properties Collateral used in the business of the Borrower Loan Parties and its Restricted 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 Restricted 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. The Loan Parties will and will cause their respective Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, public liability, property loss and damage and business interruption insurance with respect to its their business and properties and the business and properties of Borrower and its Restricted their respective Subsidiaries against loss and damage of the kinds and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as customarily carried or maintained by corporations companies of established reputation engaged in the cellular telephone and wireless communications industry and in amounts acceptable to Administrative Agent similar businesses, and will deliver evidence thereof to Administrative AgentAgent on or prior to the Closing Date and thereafter prior to or upon any expiration thereof, evidence of renewal of such insurance. 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 or such Lender and the Lenders to comply with the FDPA, Borrower the Loan Parties shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender and the Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such LenderAgent. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the 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 The Loan Parties will, and will cause each of the Subsidiary Guarantors totheir respective Subsidiaries, cause 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 namedAgent, (i) as a lender loss payee and mortgagee, if applicable, in the case of casualty insuranceinsurance with respect to the Collateral, (ii) as an additional insured in the case of all liability insurance, and (iii) as assignee in the case of all business interruption insurance and (iv) as an additional insured in the case of all flood insurance. All Unless Administrative Agent otherwise agrees, all insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation. Unless Administrative Agent otherwise agrees, (ii) provide that Borrower shall use commercially reasonable efforts to obtain for all insurance proceeds shall be adjusted with and paid to Administrative Agent and (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 days’ (30and 10 days’ for non-payment of premiums) days prior written notice given by the insurer to Administrative Agent. Administrative Agent shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of 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 any provision 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, at its sole option, may obtain any insurance required hereunder if not provided by the Loan Parties and in such event, the Loan Parties shall reimburse Administrative Agent upon demand for the cost thereof.

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 complete full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactionstransactions of such Persons. 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 material properties property used in its business and 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 Restricted Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all property in such form and in such detail as may be reasonably satisfactory to CoBank. 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, public 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 Borrower and its Restricted Subsidiaries against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the cellular telephone telecommunications service provider industries and wireless communications industry of such types, with such insurers, in such amounts, with such limits and in amounts deductibles and otherwise on such terms and conditions as shall be acceptable to Administrative Agent CoBank in its reasonable 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 AgentCoBank on or prior to the Closing Date, and thereafter at least 30 days prior to any expiration thereof, evidence of renewal of such insurance. If All property loss and damage insurance shall be on an all risk basis and shall insure property for the full replacement cost thereof. CoBank shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of Borrower and 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 part provision of this Agreement shall impose on CoBank any duty or obligation to 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 or any Lender 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 or such Lender to comply with the FDPAevent, Borrower shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such Lender. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the 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 each of the Subsidiary Guarantors to, cause 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, (i) as a lender loss payee in the case of casualty insurance, (ii) as an additional insured in the case of all liability insurance, (iii) as assignee in the case of all business interruption insurance and (iv) as an additional insured in the case of all flood insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation, (ii) provide that all insurance proceeds shall be adjusted with and paid to Administrative Agent and (iii) be non-cancelable as to Administrative Agent except upon thirty (30) days prior written notice given by the insurer to Administrative Agentcost thereof.

Maintenance of Books and Records; Properties; Insurance. Borrower ------------------------------------------------------- The Loan Parties will keep and will cause each of its their respective Subsidiaries to keep adequate records and books of account, in which complete full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactionstransactions of such Persons. Borrower The Loan Parties will maintain or cause to be maintained and will cause each of its Restricted their respective Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all material properties Collateral used in the business of the Borrower Loan Parties and its Restricted 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 Restricted 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. The Loan Parties will and will cause their respective Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, public liability, property loss and damage and business interruption insurance with respect to its their business and properties and the business and properties of Borrower and its Restricted their respective Subsidiaries against loss and damage of the kinds and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as customarily carried or maintained by corporations companies of established reputation engaged in the cellular telephone and wireless communications industry and in amounts acceptable to Administrative Agent similar businesses, and will deliver evidence thereof to Administrative AgentAgent on or prior to the Closing Date and thereafter prior to or upon any expiration thereof, evidence of renewal of such insurance. 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 or such Lender and the Lenders to comply with the FDPA, Borrower the Loan Parties shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender and the Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such LenderAgent. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the 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 The Loan Parties will cause each of the Subsidiary Guarantors to, cause 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 namedAgent, (i) as a lender loss payee and mortgagee, if applicable, in the case of casualty insuranceinsurance with respect to the Collateral, (ii) as an additional insured in the case of all liability insurance, and (iii) as assignee in the case of all business interruption insurance and (iv) as an additional insured in the case of all flood insurance. All Unless Administrative Agent otherwise agrees, all insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation. Unless Administrative Agent otherwise agrees, (ii) provide that Borrower shall use commercially reasonable efforts to obtain for all insurance proceeds shall be adjusted with and paid to Administrative Agent and (iii) be policies of 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 days’ (30and 10 days’ for non-payment of premiums) days prior written notice given by the insurer to Administrative Agent. Administrative Agent shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of 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 any provision 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, at its sole option, may obtain any insurance required hereunder if not provided by the Loan Parties and in such event, the Loan Parties shall reimburse Administrative Agent upon demand for the cost thereof.

Maintenance of Books and Records; Properties; Insurance. Borrower ------------------------------------------------------- Each Loan Party will and will cause each of its Subsidiaries to keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions. Borrower Each Loan Party will and will cause each of its Restricted Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all material properties used in the business of the Borrower such Loan Party and its Restricted 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 Restricted Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, 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 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 cellular telephone and wireless communications industry in amounts, with such deductibles, and in amounts otherwise on such terms and conditions as shall be reasonably acceptable to Administrative Agent and will deliver evidence thereof to Administrative Agent. 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 or such Lender to comply with the FDPA, Borrower such Loan Party shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such Lender. Such policies of flood insurance Second Amended and Restated Credit Agreement/D&E Communications, Inc. shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the lessor 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, and Each Loan Party will cause each of the Subsidiary Guarantors to, cause 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 Agent, to be named, (i) as a lender loss payee in the case of casualty insurance, (ii) 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 (ivv) as an additional insured in the case of all flood insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation, (ii) provide that all insurance proceeds in excess of $1,000,000 shall be adjusted with and paid to Administrative Agent and (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.

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 complete full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactionstransactions of such Persons. 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 material properties Collateral used in its business and the business of the Borrower and its Restricted Subsidiaries, and will make or cause to be made all appropriate repairs, renewals and replacements thereof, except for (i) dispositions of assets permitted hereunder or (ii) as would not reasonably, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Borrower will and will cause each of its Restricted 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, 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 and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as customarily carried or maintained by corporations of established reputation engaged in the cellular telephone and wireless communications industry and in amounts acceptable to Administrative Agent similar businesses, and will deliver evidence thereof to Administrative AgentAgent on or prior to the Closing Date, and thereafter at least 30 days prior to any expiration thereof, evidence of renewal of such insurance. 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 or such Lender and Lenders to comply with the FDPA, the appropriate Borrower shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender and Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such LenderAgent. Such policies of flood insurance shall be in form and substance reasonably satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the lessor 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, and will cause each of the Subsidiary Guarantors to, 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 Agent, to be named, named (iA) as a lender loss payee or mortgagee in the case of casualty property loss and damage insurance, (ii) as an additional insured in the case of all liability insurance, (iiiB) as assignee in the case of all business interruption insurance and (ivC) as an additional insured in the case of all flood insurance and workers’ compensation insurance (to the extent permitted by Applicable Law) and (ii) Administrative Agent, pursuant to endorsements in form and substance reasonably acceptable to Administrative Agent, to be named 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 subrogationsubrogation 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) following notice to Borrower during the continuation of a Default or Event of Default, provide that all insurance proceeds shall be adjusted with and paid to Administrative Agent and Agent, (iii) be non-cancelable and not subject to material change as to Administrative Agent except upon thirty (30) 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, (v) contain a cross liability clause, (vi) with respect to property loss and damage insurance and business interruption insurance, provide that the interests of the Administrative Agent shall not be invalidated by any action or inaction (other than non-payment) of Borrower, its Subsidiaries, or any other Person, and shall insure the Administrative Agent regardless of any breach or violation by Borrower, its Subsidiaries or any other person, of any warranties, declarations or conditions of such policies and (vii) provide that the insurance be primary and without right of contribution from any other insurance which may be available to Administrative Agent 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. Administrative Agent shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of Borrower and 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 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 insurance if not provided by Borrower and in such event, Borrower shall reimburse Administrative Agent upon demand for the cost thereof.

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 complete full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactionstransactions of such Persons. 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 material properties property used in its business and 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 Restricted Subsidiaries to maintain complete, accurate and up-to-date books, records, accounts and other information relating to all 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, public 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 Borrower and its Restricted Subsidiaries against loss and damage of the kinds customarily carried or maintained by corporations of established reputation engaged in the cellular telephone and wireless communications industry and in amounts acceptable similar industries, which may include self-insurance, if determined by Borrower to Administrative Agent be reasonably prudent, and will deliver evidence thereof to Administrative AgentAgent on or prior to the Closing Date, and thereafter at least 30 days prior to any expiration thereof, evidence of renewal of such insurance. If All property loss and damage insurance shall be on an all risk basis and shall insure property for the full replacement cost thereof. Second Amended and Restated Credit Agreement/SureWest Communications Administrative Agent shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of Borrower and 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 part provision of this Agreement shall impose on Administrative Agent and Lenders any duty or obligation to verify the existence or adequacy of the Collateral lies within a "special flood hazard area" as defined insurance coverage maintained by Borrower and specified by the Federal Emergency Management Agency (or other appropriate Governmental Authority) pursuant to the Flood Disaster Protection Act of 1973its Subsidiaries, as amended (the "FDPA"), and 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 Lender determines that flood insurance coverage is required to be obtained for broker, company or underwriter. Administrative Agent, at its sole option, may obtain such Collateral insurance if not provided by Borrower and in order for Administrative Agent or such Lender to comply with the FDPAevent, Borrower shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as reimburse Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such Lender. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the 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 each of the Subsidiary Guarantors to, cause 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, (i) as a lender loss payee in the case of casualty insurance, (ii) as an additional insured in the case of all liability insurance, (iii) as assignee in the case of all business interruption insurance and (iv) as an additional insured in the case of all flood insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation, (ii) provide that all insurance proceeds shall be adjusted with and paid to Administrative Agent and (iii) be non-cancelable as to Administrative Agent except upon thirty (30) days prior written notice given by the insurer to Administrative Agentcost thereof.

Maintenance of Books and Records; Properties; Insurance. Borrower ------------------------------------------------------- Each Loan Party will and will cause each of its Subsidiaries to keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions. Borrower Each Loan Party will and will cause each of its Restricted Subsidiaries to maintain or cause to be maintained in good repair, working order and condition all material properties used in the business of the Borrower such Loan Party and its Restricted 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 Restricted Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, 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 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 cellular telephone and wireless communications industry in amounts, with such deductibles, and in amounts otherwise on such terms and conditions as shall be reasonably acceptable to Administrative Agent and will deliver evidence thereof to Administrative Agent. 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 or such Lender to comply with the FDPA, Borrower such Loan Party shall or shall cause the applicable Subsidiary Guarantor toAmended and 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 or such Lender shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such Lender. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the lessor 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, and Each Loan Party will cause each of the Subsidiary Guarantors to, cause 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 Agent, to be named, (i) as a lender loss payee in the case of casualty insurance, (ii) 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 (ivv) as an additional insured in the case of all flood insurance. All insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation, (ii) provide that all insurance proceeds in excess of $250,000 shall be adjusted with and paid to Administrative Agent and (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.

Maintenance of Books and Records; Properties; Insurance. Borrower ------------------------------------------------------- The Loan Parties will keep and will cause each of its their respective Subsidiaries to keep adequate records and books of account, in which complete full, true and correct entries will be made in accordance with GAAP consistently applied, reflecting all financial transactionstransactions of such Persons. Borrower The Loan Parties will maintain or cause to be maintained and will cause each of its Restricted their respective Subsidiaries to maintain or cause to be maintained in good repair, working order and condition (ordinary wear and tear and casualty events excepted) all material properties Collateral used in the business of the Borrower Loan Parties and its Restricted 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, 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 Restricted 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 in accordance with sound business practice. The Loan Parties will and will cause their respective Subsidiaries to maintain or cause to be maintained, with financially sound and reputable insurers, public liability, property loss and damage and business interruption insurance with respect to its their business and properties and the business and properties of Borrower and its Restricted their respective Subsidiaries against loss and damage of the kinds and of such types, with such insurers, in such amounts, with such limits and deductibles and otherwise on such terms and conditions as customarily carried or maintained by corporations companies of established reputation engaged in the cellular telephone and wireless communications industry and in amounts acceptable to Administrative Agent similar businesses, and will deliver evidence thereof to Administrative AgentAgent on or prior to the Closing Date. Not less than 15 days (or such later date as the Administrative Agent shall agree to in writing in its sole discretion) prior to the expiration date of the insurance policies required to be maintained by any Loan Party or its Subsidiaries pursuant to the terms hereof, such Grantor will deliver to Administrative Agent one or more certificates of insurance evidencing renewal of the insurance coverage required hereunder plus such other evidence of payment of premiums therefor as the Administrative Agent may reasonably request. 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 or such Lender and Lenders to comply with the FDPA, Borrower the Loan Parties shall or shall cause the applicable Subsidiary Guarantor to, obtain and maintain such flood insurance policies as Administrative Agent or such Lender reasonably requests so that Administrative Agent or such Lender and Lenders shall be deemed in compliance with the FDPA and shall deliver evidence thereof to Administrative Agent or such LenderAgent. Such policies of flood insurance shall be in form satisfactory to Administrative Agent or such Lender and shall be in an amount of at least the 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 The Loan Parties will, and will cause each of the their respective Subsidiaries (other than any Excluded Subsidiaries, Foreign Subsidiaries and Foreign Subsidiary Guarantors toHolding Companies), cause 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 namedAgent, (i) as a lender loss payee and mortgagee, if applicable, in the case of casualty insuranceinsurance with respect to the Collateral, (ii) as an additional insured in the case of all liability insurance, and (iii) as assignee in the case of all business interruption insurance and (iv) as an additional insured in the case of all flood insurance. All Unless Administrative Agent otherwise agrees, all insurance policies required hereunder shall (i) include effective waivers by the insurer of subrogation. Unless Administrative Agent otherwise agrees, (ii) provide that Borrower shall use commercially reasonable efforts to obtain for all insurance proceeds shall be adjusted with and paid to Administrative Agent and (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 days' (30and 10 days' for non-payment of premiums) days prior written notice given by the insurer to Administrative Agent.. Administrative Agent shall be entitled, upon reasonable advance notice, to review and/or receive copies of, the insurance policies of 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 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 the Loan Parties and their respective Subsidiaries, nor shall Administrative Agent and 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, at its sole option, may obtain any insurance required hereunder if not provided by the Loan Parties and in such event, the Loan Parties shall reimburse Administrative Agent upon demand for the cost thereof. Credit Agreement/Shenandoah Telecommunications Company