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HomeMy WebLinkAbout979676RTFC MORTG WY803- A- 9003(GU GINOC) 190819 -1 979676 12/11/2014 2:59 PM LINCOLN COUNT( FEES: $96.00 PAGE 1OF 29 BOOK: 844 PAGE: 585 MORTGAGE JEANNE WAGNER, LINCOLN COUNTY CLERK 1 1111111 111111 1111 1111111111111111 I I 1 1111111111 1 111 1 11111 111111111111 I I 1 1111 1111 RESTATED MORTGAGE AND SECURITY AGREEMENT Made By and Between HORIZON COMMUNICATIONS, INC. Mortgagor and RURAL TELEPHONE FINANCE COOPERATIVE Mortgagee Dated as of Pet e mkt" 2014 MORTGAGOR INSTRUMENT AND FUTURE OBLIGATIONS OF THE THE THE MORTGAGOR TO THE MORTGAGOR AND FUT THIS INSTRUMENT CONTAINS AFTER- ACQUIRED PROPERTY PROVISIONS. THIS FINANCE COOPERATIVE, VE 20701 BY CYNTHIA W. COOPERATIVE WAY, DUL RURAL VIRGINIA EP 20 0 166. FINACE MORTGAGEE'S PHONE NUMBER IS 1- 800 -346 -7095. SECTION 3.09 Further Assurances to Confirm 8 SECTION 3.10 Application of Proceeds from Condemnation 9 SECTION 3.11 Compliance with Loan Agreement 9 SECTION 3.12 Mortgagor's Legal Status 9 SECTION 3.13 Rights of Way, etc., Necessary in Business 9 SECTION 3.14 Sale of Assets 9 SECTION 3.15 Authorization to File Financing Statements 10 SECTION 3.16 Other Actions Concerning Mortgaged Property 10 ARTICLE IV REMEDIES OF THE MORTGAGEE SECTION 4.01 Events of Default 10 SECTION 4.02 Remedies of Mortgagee 12 SECTION 4.03 Right of Mortgagee to Bid on Mortgaged Property 14 SECTION 4.04 Application of Proceeds from Remedial Actions 14 SECTION 4.05 Notice of Default 14 SECTION 4.06 No Waiver by Mortgagee; Remedies Cumulative; No Election 14 SECTION 4.07 Waiver of Appraisement Rights 14 RTFC MORTG WY803 -A -9003 (GUGI NOC) 190819 -1 Security of Mortgage TABLE OF CONTENTS, Continued Page RTFC MORTG WY803- A- 9003(GUGI NOC) 190819 -1 TABLE OF CONTENTS, Continued iv Page ARTICLE V POSSESSION UNTIL DEFAULT DEFEASANCE CLAUSE 15 SECTION 5.01 Possession Until Default 15 SECTION 5.02 Defeasance ARTICLE VI POWER OF ATTORNEY 15 SECTION 6.01 Appointment and Powers of Mortgagee 16 SECTION 6.02 Ratification by Mortgagor 16 SECTION 6.03 No Duty on Mortgagee ARTICLE VII MISCELLANEOUS 16 SECTION 7.01 Property Deemed Real Property 16 SECTION 7.02 Mortgage to Bind and Benefit Successors and Assigns 16 SECTION 7.03 Headings 17 SECTION 7.04 Notices 17 SECTION 7.05 Regulatory Approvals 18 SECTION 7.06 Severability 18 SECTION 7.07 Counterparts RESTATED MORTGAGE AND SECURITY AGREEMENT "Mortgage dated as of 2014, made by and between HORIZON COMMUNICATIONS, INC. (hereinafter called the "Mortgagor a corporation existing under the laws of the State of Wyoming and RURAL TELEPHONE FINANCE COOPERATIVE (hereinafter called the "Mortgagee a District of Columbia cooperative association. WHEREAS, the Mortgagor and the Mortgagee are parties to the Original Mortgage identified in Exhibit I hereto (hereinafter called the "Instruments Recital WHEREAS, the Mortgagor has heretofore borrowed funds from the Mortgagee pursuant to certain Outstanding Loan Agreements (as identified more particularly in the Instruments Recital), has duly authorized, executed and delivered to the Mortgagee the Outstanding Notes (as identified more particularly in the Instruments Recital), and has secured the Outstanding Notes by the Original Mortgage; WHEREAS, this Mortgage, while preserving the priority of the Mortgagee's lien under the Original Mortgage, restates and consolidates the Original Mortgage and secures the payment of the Outstanding Notes and the Current Note (as identified more particularly in the Instruments Recital), and further secures the payment of any additional notes and refunding, renewal and substitute notes and other evidences of indebtedness (hereinafter collectively called the "Additional Notes which may from time to time be executed and delivered by the Mortgagor to the Mortgagee as hereinafter provided; WHEREAS, the Mortgagor has decided to borrow funds from the Mortgagee pursuant to the Current Loan Agreement (as identified more particularly in the Instruments Recital) (the Current Loan Agreement, the Outstanding Loan Agreements and any other loan agreement executed by and between the Mortgagor and the Mortgagee in connection with the execution and delivery of any Notes secured hereby are hereinafter collectively called the "Loan Agreement WHEREAS, pursuant to the Current Loan Agreement, Mortgagor has duly authorized, executed and delivered to the Mortgagee the Current Note to be secured by the mortgage of the property hereinafter described; WHEREAS, it is contemplated that the Current Note, the Outstanding Notes and the Additional Notes (hereinafter collectively called the "Notes shall be secured by this Mortgage; and WHEREAS, the Mortgagor and the Mortgagee are authorized to enter into this Mortgage; WHEREAS, the Mortgagor now operates and/or owns a communication and information service and other facilities identified in the Property Schedule attached as Exhibit II hereto (hereinafter called the "Existing Facilities and WHEREAS, to the extent that any of the property described or referred to in this Mortgage is governed by the provisions of the Uniform Commercial Code of any RTFC MORTG WY803- A- 9003(GU GINOC) 190819 -1 i state (hereinafter called the "Uniform Commercial Code"), the parties hereto desire that this Mortgage be regarded as a "Security Agreement" and as a "Financing Statement" for said security agreement under the Uniform Commercial Code, NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows: RTFC 10RTG W Y803- A- 9003(GU GINOC) 190819 -1 tITC r1ORTG W Y803- A•9003(GU G IN OC) 190819 -1 K f FC ,MORTG WY803- A- 9003(GUG INOC) 190819 -1 ARTICLE I SECURITY SECTION 1.01. Granting Clause. In order to secure the payment of the principal of and interest on and any other amount due under the Notes, according to their tenor and effect, and further to secure the due o hm Loan of the c n ants, agreements and provisions contained in this Mortgag e and declare the terms and conditions upon which the Notes are to be secured, the Mortgagor, in consideration of the premises, has executed and delivered this Mortgage, and has granted, bargained, so and by n these d presents does hereby grant, bargain, mortgaged, pledged and set over and et over unto the sell, convey, warrant, assign, transfer, mortgag e pledge g e ss for the purposes Mortgagee, and the Mortgagor does hereby grant to the Mortgagee, expressed, a security interest in the following properties, assets and rights of the Mortgagor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (hereinafter sometimes called the "Mortgaged Property All right, title and interest of the Mortgagor in and to the Existing Facilities grants, and buildings, plants, works, improvements, structures, a and mixed, fran h easements, rights, privileges and properties real, personal intangible, of every kind or description, now owned or leased by the Mortgagor or which may hereafter be owned, leased, constructed or acquired by the Mortgagor, ns thereto, located, and in and to all extensions structures, improvements mprovements, fix urres, including a b plants, all buildings, p osts, crossarms, apparatus, materials, supplies, machinery, tools, implements, poles, p exchahange es s s witches, inclu, lines, whether ding without I mitation, overhead h st sw tches andotherwise, e remote switches, exchanges, wding desks, tra t office equipment fent, a stations, subscriber equipment, including house wiring and protectors, office eq tors, instruments, pay proecuments, connections and appliances, office furniture and equipment, work equipment and any and all other property of every kind, nature and description, used useful or acquired for use by the Mortgagor in connection uieereach and d i clu ►g w limitation, the property described in the Property hereto; II Ali right, title and interest of the Mortgagor in, to and under any and all grants, privileges, rights of way and easements now owned, held, leased, enjoyed or trade by--the Mortgagee— Lo—rte—tv,ui -r Ile ivior tgagvrwiICs auu rv,.coo —vy resolution of its board of directors, may also from time to time execute and deliver one or more Additional Notes to refund any Note at the time outstanding and secured r2TFC N1ORTG WY803- A- 9003(GU GI N OC) 190819 -1 exercised, or which may hereafter be owned, held, leased, acquired, enjoyed or exercised, by the Mortgagor for the purposes of, or in connection with, the construction or operation by or on behalf of the Mortgagor of all properties, facilities, systems or businesses, whether underground or overhead or otherwise, wherever located; 111 All right, title and interest of the Mortgagor in, to and under any and all licenses, franchises, ordinances, privileges and permits heretofore granted, issued or executed, or which may hereafter be granted, issued or executed, to it or to its assignors by the United States of America, or by any state, or by any county, township, municipality, village or other political subdivision thereof, or by any agency, board, commission or department of any of the foregoing, authorizing the construction, acquisition or operation of all properties, facilities, systems or businesses, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged, or pledged; IV V VI 3 All right, title and interest of the Mortgagor in, to and under all personal property and fixtures of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper, deposit accounts, letter -of- credit rights, investment property (including certificated and uncertificated securities, security entitlements and securities accounts), software, general intangibles, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds (as such terms are defined in the applicable Uniform Commercial Code; provided, however, that the term "instrument" shall be such term as defined in Article 9 of the applicable Uniform Commercial Code rather than Article 3); All right, title and interest of the Mortgagor in, to and under any and all agreements, leases or contracts heretofore or hereafter executed by and between the Mortgagor and any person, firm or corporation relating to the Mortgaged Property (including contracts for the lease, occupancy or sale of the Mortgaged Property, or any portion thereof); All right, title and interest of the Mortgagor in, to and under any and all books, records and correspondence relating to the Mortgaged Property, including, but not limited to: all records, ledgers, leases and computer and automatic machinery software and programs, including without limitation, programs, databases, disc or tape files and automatic machinery print outs, runs and other computer prepared information indicating, summarizing evidencing or otherwise necessary or helpful in the collection of or realization on the Mortgaged Property; Also, all right, title and interest of the Mortgagor in and to all other property, real or personal, tangible or intangible, of every kind, nature and description, and wheresoever situated, now owned or hereafter acquired by the Mortgagor, it being the intention hereof that all such property now owned but not specifically described herein or acquired or held by the Mortgagor after the date hereof shall be as fully embraced within and subjected to the lien hereof as if the same were now owned by the Mortgagor and were specifically described herein to the extent only, however, that the subjection of such property to the lien hereof shall not be contrary to law; Together with all rents, income, revenues, profits and benefits at any time derived, received or had from any and all of the above described property of the Mortgagor; Provided, however, no automobiles, trucks, trailers, tractors or other vehicles (including without limitation aircraft or ships, if any) which are titled and /or registered in any state of the United States and owned or used by the Mortgagor shall be included in the Mortgaged Property. SUBJECT AND SUBORDINATE, HOWEVER, in each and every respect, to the rights of the mortgagees and the trustee under and pursuant to the Vaughn Smith First Mortgage, the Wilkes First Mortgage and the Wells Fargo First Mortgage, each as defined in and as set forth on Exhibit III attached hereto (the Vaughn Smith First Mortgage, the Wilkes First Mortgage and the Wells Fargo First Mortgage are collectively, the "First Mortgages TO HAVE AND TO HOLD all and singular the Mortgaged Property unto the Mortgagee and its assigns forever, to secure equally and ratably the payment of the principal of and interest on and any other amount due under the Notes, according to their tenor and effect, without preference, priority or distinction as to interest or principal (except as otherwise specifically provided herein) or as to lien or otherwise of any Note over any other Note by reason of the priority in time of the execution, delivery or maturity thereof or of the assignment or negotiation thereof, or otherwise, and to secure the due performance of the covenants, agreements and provisions herein and in the Loan Agreement contained, and for the uses and purposes and upon the terms, conditions, provisos and agreements hereinafter expressed and declared. SECTION 2.01. Additional Notes Secured by This Mortgage. The Mortgagor, when authorized by resolution of its board of directors, may from time to time execute and deliver to the Mortgagee one or more Additional Notes to evidence loans made by the Mortgagee to the Mortgagor. The Mortgagor, when authorized by resolution of its board of directors, may also from time to time execute and deliver one or more Additional Notes to refund any Note at the time outstanding and secured rt rFc iMOR rG WY803- A- 9003(GUG IN OC) 190819 -1 VII ARTICLE II ADDITIONAL NOTES hereby, or in renewal of, or in substitution for, any such outstanding Note. Additional Notes shall contain such provisions and shall be executed and delivered upon such terms and conditions as the board of directors of the Mortgagor in the resolution authorizing the execution and delivery thereof and the Mortgagee shall prescribe. Additional Notes, including refunding, renewal and substitute Notes, when and as executed and delivered, shall be secured by this Mortgage, equally and ratably, with all other Notes at the time outstanding, without preference, priority, or distinction of any of the Notes over any other of the Notes by reason of the priority of the time of the execution, delivery or maturity thereof or of the assignment or negotiation thereof. As used in this Mortgage, the term "directors' includes trustees. SECTION 2.02. Supplemental Mortgages to Confirm Security. The Mortgagor, when authorized by resolution of its board of directors, may from time to time execute, acknowledge, deliver, record and file one or more supplements to this Mortgage which shall form a part hereof for the purpose of formally confirming this Mortgage as security for the Notes. ARTICLE III PARTICULAR COVENANTS OF THE MORTGAGOR The Mortgagor covenants with the Mortgagee as follows: SECTION 3.01. Authority to Execute and Deliver Notes and Mortgage; All Action Taken; Enforceable Obligations. The Mortgagor is duly authorized under its articles of incorporation and by -laws and the laws of the state of its organization and all other applicable provisions of law to execute and deliver the Notes and this Mortgage and to execute and deliver Additional Notes; and all corporate action on its part for the execution and delivery of the Notes and this Mortgage has been duly and effectively taken; and the Notes and this Mortgage are the valid and enforceable obligations of the Mortgagor in accordance with their respective terms, except to the extent enforceability may be limited by laws affecting creditors generally, by the exercise of judicial discretion in accordance with general provisions of equity or because waivers of statutory or common law rights or remedies may be limited. SECTION 3.02. Authority to Mortgage Property; No Liens; Exception for Permitted Encumbrances; Mortgagor to Defend Title and Remove Liens. The Mortgagor warrants that it is the owner of, or has other rights in the Mortgaged Property, that it has good, right and lawful authority to mortgage the property described in the granting clauses of this Mortgage for the purposes herein expressed, and that the said property is free and clear of any deed of trust, mortgage, lien, charge or encumbrance thereon or affecting the title thereto, except (a) the lien of this Mortgage and taxes or assessments not yet due; (b) deposits or pledges to secure payment of workmen's compensation, unemployment insurance, old age pensions or other social security; (c) deposits or pledges to secure performance of bids, tenders, contracts (other than contracts for the payment of borrowed money), leases, public or statutory obligations, surety or appeal bonds, or other deposits or pledges for purposes of like general nature in the ordinary course of business; (d) liens permitted under Section 7.02(c) of the Loan Agreement after the date hereof and (e) liens and encumbrances set forth on Exhibit III hereto. RTFC iMIORTG WY 803- A- 9003(GUG I NOC) 190819 -1 6 The Mortgagor will, so long as any of the Notes shall be outstanding, maintain and preserve the lien of this Mortgage superior to all other liens affecting the Mortgaged Property and will forever warrant and defend the title to the property described as being mortgaged hereby to the Mortgagee against any and all claims and demands whatsoever. So long as any of the Notes shall be outstanding, Mortgagor shall not pledge, mortgage or create, or suffer to exist a security interest in the Mortgaged Property in favor of any person other than the Mortgagee, except for liens permitted by this Section 3.02 and by the Loan Agreement. Except to the extent being contested by Mortgagor in good faith, Mortgagor will promptly pay or discharge any and all obligations for or on account of which any such lien or charge might exist or could be created and any and all lawful taxes, rates, levies, assessments, liens, claims or other charges imposed upon or accruing upon any of the Mortgagor's property, or the franchises, earnings or business of the Mortgagor, as and when the same shall become due and payable; and whenever called upon so to do the Mortgagor will furnish to the Mortgagee adequate proof of such payment or discharge. SECTION 3.03. Payment of Notes. The Mortgagor will duly and punctually pay the principal of and interest on the Notes in addition to any other amounts due thereunder at the dates and places and in the manner provided therein, according to the true intent and meaning thereof, and all other sums becoming due hereunder. SECTION 3.04. Preservation of Legal Existence and Franchises; Compliance with Laws; Limitations on Mergers, Transfers and Purchases. The Mortgagor will at all times, so long as any of the Notes shall be outstanding, take or cause to be taken all such action as from time to time may be necessary to preserve its legal existence and to preserve and renew all franchises, rights of way, easements, permits and licenses necessary to the conduct of its business, and will materially comply with all valid laws, ordinances, regulations and requirements applicable to it or its property. The Mortgagor will not, without the approval in writing of the Mortgagee, take or suffer to be taken any steps to reorganize, or to consolidate with or merge into any other entity other than as provided for in the Loan Agreement. SECTION 3.05. Maintenance of Mortgaged Property. The Mortgagor will at all times maintain and preserve the Mortgaged Property in good repair, working order and condition, ordinary wear and tear and disposition of property in the ordinary course of business excepted, and will not use the same in violation of law or any policy of insurance thereon. The Mortgagor will from time to time make all needful and proper repairs, renewals and replacements, and useful and proper alterations, additions, betterments and improvements in accordance with prudent industry practice, and will, subject to contingencies beyond its reasonable control, at all times keep its plant and properties in continuous operation and use all reasonable diligence to furnish the subscribers served by it through the Mortgaged Property with adequate service. SECTION 3.06. Purchase of Property Free of Liens. The Mortgagor will purchase all materials, equipment, supplies and replacements to be incorporated in or used in connection with or otherwise constituting Mortgaged Property outright, and not subject to any conditional sales agreement, chattel mortgage, bailment, lease, or other agreement reserving to the seller any right, title or lien except (a) current trade obligations incurred in the ordinary course of business, (b) as specifically authorized in ri ITC MORTG W Y 8 03 -A -9003 (G U G I N O C) 190819 -1 ri TFC MORrG WY 803 -A -9003 (GU GI N O C) 190819 -1 7 writing in advance by the Mortgagee, (c) as permitted under Section 7.02(c) of the Loan Agreement, or (d) in the case of vehicles which are titled and /or registered in any state of the United States and owned or used by the Mortgagor. SECTION 3.07. Insurance; Restoration of Damaged Mortgaged Property. The Mortgagor will at all times at its own expense maintain, with financially sound and reputable insurers, property and casualty insurance (including fidelity bonds) with respect to its properties and business against such casualties and contingencies of such types and in such amounts as is customary in the case of any entity of established reputation engaged in the same or a similar business and owning similar properties in similar geographic areas. Such insurance shall be in such minimum amounts that the Mortgagor shall not be deemed a co- insurer under applicable insurance laws, regulations and policies and otherwise shall be in such amounts, contain such terms, be in such forms and be for such periods as may be reasonably satisfactory to the Mortgagee. The Mortgagor will cause the Mortgagee to be named as a loss payee under a standard non contributory "mortgagee "lender" or "secured party" clause on all insurance policies upon the Mortgaged Property and such policies shall (a) contain a clause which provides that the Mortgagee's interest under the policy will not be invalidated by any act or omission of, or any breach of warranty by, the insured, or by any change in the title, ownership or possession of the insured property, or by the use of the property for purposes more hazardous than is permitted in the policy, and (b) provide that no cancellation, reduction in amount or change in coverage thereto shall be effective until at least thirty (30) days after receipt by the Mortgagee of written notice thereof and shall be endorsed to require thirty (30) days advance written notice to the Mortgagee of any cancellation of coverage. Without limiting the foregoing, the Mortgagor will (i) keep all of its physical property insured with casualty or hazard insurance on an "all risks" basis, with a full replacement cost endorsement and an "agreed amount" clause in an amount equal to 100% of the full replacement cost of such property, (ii) maintain all such workers' compensation or similar insurance as may be required by law and (iii) maintain in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public liability insurance against claims of bodily injury, death or property damage occurring on, in or about the properties of the Mortgagor and business interruption insurance. The Mortgagor will, upon request of the Mortgagee, submit a schedule of its insurance in effect on the date specified in such request and shall, if so requested by the Mortgagee, furnish the Mortgagee with certificates of insurance and policies evidencing compliance with the foregoing insurance provision. In the event of failure by the Mortgagor to provide and maintain insurance as herein provided, the Mortgagee may, at its option, provide such insurance and charge the amount thereof to the Mortgagor, and all sums so advanced for said purpose with interest thereon at the highest rate provided in the Notes shall be deemed a charge upon the Mortgaged Property in the same manner as the Notes at the time outstanding are secured and shall be forthwith paid to Mortgagee making such advance or advances upon demand; provided, however, that such interest rate shall not be in excess of the rate permitted by law. The Mortgagee shall have no obligation to the Mortgagor to make any such expenditures, nor shall the making thereof relieve the Mortgagor of any default hereunder. In the event of damage to or the destruction or Toss of any portion of the Mortgaged Property which shall be covered by insurance, unless the Mortgagee shall otherwise agree, the Mortgagor shall replace or restore such damaged, destroyed or lost portion so that the Mortgaged Property shall be in substantially the same condition as it was in prior to such damage, destruction or Toss, and shall apply the proceeds of the insurance for that purpose. The Mortgagor shall replace the Toss or shall commence such restoration promptly after such damage, destruction or loss shall have occurred and shall complete such replacement or restoration as expeditiously as practicable, and shall pay or cause to be paid out of the proceeds of such insurance all costs and expenses in connection therewith so that such replacement or restoration shall be so completed that the portion of the Mortgaged Property so replaced or restored shall be free and clear of all mechanics' liens and other claims. SECTION 3.08. Mortgagee's Right to Expend Money to Protect Mortgaged Property. In the event of the failure of the Mortgagor to comply with material covenants and conditions herein contained with respect to the procuring of insurance, the payment of taxes, assessments and other charges, the keeping of the Mortgaged Property in repair and free of liens and other claims or to comply with any other material covenant contained in this Mortgage, Mortgagee shall have the right (without prejudice to any other rights arising by reason of such default) to advance or expend moneys for the purpose of procuring such insurance, or for the payment of insurance premiums, taxes, assessments or other charges unless being contested by Mortgagor in good faith, or to save the Mortgaged Property from sale or forfeiture for any unpaid tax or assessment, or otherwise, or to redeem the same from any tax or other sale, or to purchase any tax title thereon unless being contested by Mortgagor in good faith, or to remove or purchase any recorded mechanics' liens or other encumbrance thereon, or to make repairs thereon or to comply with any other covenant herein contained or to prosecute or defend any suit in relation to the Mortgaged Property or in any manner to protect the Mortgaged Property and the title thereto, and all sums so advanced for any of the aforesaid purposes with interest thereon at the highest rate provided in the Notes shall be deemed a charge upon the Mortgaged Property in the same manner as the Notes at the time outstanding are secured and shall be forthwith paid to Mortgagee making such advance or advances upon demand; provided, however, that such interest rate shall not be in excess of the rate permitted by law. It shall not be obligatory for Mortgagee in making any such advances or expenditures to inquire into the validity of any such tax title, or of any of such taxes or assessments or sales therefor, or of any such mechanics' liens or other encumbrance. SECTION 3.09. Further Assurances to Confirm Security of Mortgage. Upon the written request of the Mortgagee, the Mortgagor shall promptly make, execute, acknowledge and deliver or cause to be made, executed, acknowledged and delivered all such further and supplemental indentures of mortgage, deeds of trust, mortgages, financing statements and amendments thereto (including continuation statements), security agreements, pledge agreements, stock powers or other such instruments of transfer or assignment duly executed in blank, stock certificates or other securities representing any of the Mortgaged Property, instruments (including any promissory notes held or acquired by the Mortgagor, duly endorsed and assigned to the Mortgagee) and conveyances as may reasonably be requested by the Mortgagee, and take or cause to be taken all such further action as may reasonably be requested by the Mortgagee to insure the attachment, perfection and first priority of, and the ability of the Mortgagee to enforce, the Mortgagee's lien on and security interest in any or all of the Mortgaged Property. The Mortgagor will cause this Mortgage and any and all supplemental r( fFC NIORTG WY803 A- 9003(GUGI NOC) 190819 -1 8 N fFC MORTG WY803- A- 9003(GUG INOC) 190819 -1 9 indentures of mortgage, mortgages and deeds of trust and every security agreement, financing statement, amendment thereto (including continuation statements) and every additional instrument which shall be executed pursuant to the foregoing provisions forthwith upon execution to be recorded and filed and re- recorded and re -filed as conveyances and mortgages and deeds of trust of and security interests in real and personal property in such manner and in such places as may be required by law or reasonably requested by the Mortgagee in order to insure the attachment, perfection and first priority of, and the ability of the Mortgagee to enforce, the Mortgagee's lien on and security interest in any or all of the Mortgaged Property. SECTION 3.10. Application of Proceeds from Condemnation. In the event that the Mortgaged Property, or any part thereof, shall be taken under the power of eminent domain, all proceeds and avails therefrom, except to the extent that Mortgagee shall consent to other use and application thereof by the Mortgagor, shall forthwith be applied by the Mortgagor first, either to acquire additional Mortgaged Property or to the ratable payment of any indebtedness by this Mortgage secured other than principal of or interest on the Notes; second, to the ratable payment of interest which shall have accrued on the Notes and be unpaid; third, to the ratable payment of or on account of the unpaid principal of the Notes; and fourth, the balance shall be paid to Mortgagor or whosoever shall be entitled thereto. SECTION 3.11. Compliance with Loan Agreement. The Mortgagor will well and truly observe and perform all of the covenants, agreements, terms and conditions contained in the Loan Agreement on its part to be observed or performed. In the event of any inconsistency between the terms and conditions of this Mortgage and the Loan Agreement, the more restrictive provisions shall apply to the Mortgagor. SECTION 3.12. Mortgagor's Legal Status. (a) The Mortgagor represents, warrants, covenants and agrees that: (i) the Mortgagor's exact legal name is that indicated on the signature page hereof, (ii) the Mortgagor is an organization of the type and organized in the jurisdiction set forth on the first page hereof, (iii) the cover page hereof accurately sets forth the Mortgagor's organizational identification number or, accurately states that the Mortgagor has none and (iv) Section 7.04 hereof accurately sets forth the Mortgagor's place of business or, if more than one, its chief executive office as well as the Mortgagor's mailing address if different. (b) (i) The Mortgagor will not change its name, its place of business or, if more than one, chief executive office, or its mailing address or organizational identification number if it has one without providing prior written notice to the Mortgagee at least thirty (30) days prior to the effective date of any change, (11) if the Mortgagor does not have an organizational identification number and later obtains one, the Mortgagor will promptly notify the Mortgagee of such organizational identification number and (iii) the Mortgagor will not change its type of organization, jurisdiction of organization or legal structure without the prior written consent of the Mortgagee. SECTION 3.13. Rights of Way, etc., Necessary in Business, The Mortgagor will exercise reasonable efforts to obtain all such rights of way, easements from landowners and releases from lienors as shall be necessary or advisable in the conduct of its business, and, if requested by the Mortgagee, deliver to the Mortgagee l0 evidence satisfactory to the Mortgagee of the obtaining of such rights of way, easements or releases. SECTION 3.14. Sale of Assets. The Mortgagor and any Subsidiary (as defined in the Loan Agreement) of the Mortgagor may not, without prior written approval of the Mortgagee, sell, lease or transfer any Mortgaged Property, unless the fair market value of such asset is Tess than one percent (1 of Mortgagor's total assets, and the aggregate value of assets sold, leased or transferred in any 12 -month period is less than five percent (5 of Mortgagor's total assets. The proceeds of such sale, lease or transfer, less ordinary and reasonable expenses incident to such sale transaction, must be (a) immediately applied as prepayment of the Notes, to such installments as may be designated by the Mortgagee at the time of such prepayment, (b) used to buy replacement property as may be designated by Mortgagee at the time of any such prepayment or (c) set aside as a deposit in an account selected by the Mortgagor. SECTION 3.15. Authorization to File Financing Statements. The Mortgagor hereby irrevocably authorizes the Mortgagee at any time and from time to time to file in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Mortgaged Property (i) as all assets of the Mortgagor or words of similar effect, regardless of whether any particular asset comprised in the Mortgaged Property falls within the scope of Article 9 of the applicable Uniform Commercial Code, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the applicable Uniform Commercial Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (1) whether the Mortgagor is an organization, the type of organization and any organizational identification number issued to the Mortgagor and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Mortgaged Property relates. The Mortgagor agrees to furnish any such information to the Mortgagee promptly upon request. The Mortgagor also ratifies its authorization for the Mortgagee to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. SECTION 3.16. Other Actions Concerning Mortgaged Property. The Mortgagor will take any other action reasonably requested by the Mortgagee to insure the attachment, perfection and first priority of, and the ability of the Mortgagee to enforce, the Mortgagee's lien on and security interest in any and all of the Mortgaged Property including, without limitation (a) complying with any provision of any statute, regulation or treaty of the United States as to any Mortgaged Property if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Mortgagee to enforce, the Mortgagee's security interest in such Mortgaged Property, (b) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on Mortgaged Property, (c) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Mortgagee and (d) taking all actions required by any earlier versions of the Uniform Commercial Code or by other law, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction. fFC NMOR wY803- A- 9003(GUGINOC) 190819 -1 (a) (f) RTFC MOR TG WY803 -A -9003 (GUGI NOC) 190819 -1 ARTICLE IV REMEDIES OF THE MORTGAGEE 11 SECTION 4.01. Events of Default. The occurrence of any one or more of the following events shall constitute an "Event of Default Representations and Warranties. Any representation or warranty made herein, in any Loan Agreement, or in any statement, report, certificate, opinion, financial statement or other document furnished or to be fumished in connection with this Mortgage or any Loan Agreement shall be false or misleading in any material respect. (b) Payment. Failure of Mortgagor to make any payment of interest on, or principal of, any Note or failure to make payment of any other amount due thereunder including, without limitation, any sum due the Mortgagee under any Loan Agreement when and as the same shall become due, whether at the due date thereof, by demand, by acceleration or otherwise. (c) Other Covenants. Failure of Mortgagor to observe or perform any warranty, covenant, or condition to be observed or performed by Mortgagor under this Mortgage, any Loan Agreement or any Note. (d) Legal Existence. The Mortgagor shall forfeit or otherwise be deprived of its charter, franchises, permits, easements, consents or licenses required to carry on any material portion of its business. (e) Bankruptcy. (i) A court shall enter a decree or order for relief with respect to the Mortgagor, or any Subsidiary or guarantor (if applicable) in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian; trustee, sequestrator or similar official, or order the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days, or (ii) the Mortgagor, or any Subsidiary or guarantor (if applicable) shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or under any such law, or consent to the appointment or taking of possession by a receiver, liquidator, assignee, custodian or trustee, of a substantial part of its property, or make any general assignment for the benefit of creditors. Dissolution or Liquidation. (1) Other than as provided in subsection (e) above, the dissolution or liquidation of the Subsidiary or guarantor Of applicable), or (ii) Mortgagor, or any failure by the Mortgagor, or any Subsidiary or guarantor (if execution, applicable) to promptly forestall or remove any garnishment or attachment of such fulfill consequence ts obligations l and impair ability to continue its bus m execution, garnishment or attachment shall not be vacated within sixty (60) days. Final Judgment. A final nonappealable judgment in excess of $100,000 shall be entered agni�espect thereof for a period of sixty unsatisfied or without a stay (60) days. O ther Obligations. Default by the Mortgagor in the payment when due of any (h) money owed by the Mortgagor, whether principal, interest, premium or otherwise, under any other e agreement for borrowing money whether or such borrow ngiv is ount in excess of percent (5%) of total a ssets secured. First Mortgages. Failure by the Mortgagor to (i) pay any installment or additional payment when due under any of on notes secured by any of the First Mortgag e additional payment as and at the time required under any of the First Mortgages; or (iii) promptly and faithfully perform the f the other terms, covenants and conditions offnyany o f instrument Mortgages, the notes secured thereby, or executed simultaneously or in connection therewith. Section 4.02. Remedies of Mortgagee. Upon the occurrence of an Event of Default, the Mortgagee may, subject to: thirty (30) days prior written notice during which time Mortgagor shall have the opportunity to cure said Event of Default, except with respect to Events oCe Default period pursuant r provided foe under Sect on 4.01(b), 4.01(c) if no grace P n and 4 01(f)(I) above g(c)(i) of the Loan Agreement, 4.01(e)('i) which shall require no notice r that Mortgagor shall shall not be entitled to to cure; rog vided� howeve any separate notice and opportunity to cure any Event of Default which specifies its own cure period, as for example, the Event of Default specified in Section 4,01(g); and (b) compliance, if required, with the rules and regulations and any state Federal Communications Commission Fd C"and public service or utilities commission having jurisdiction; exfollowing rights ercise in any jurisdiction in which enforcem me�e S r available u ohthehMortgagee under and remedies, in addition to all rights and re (g) (I ,y rFG ,MORrG wY 803- A- 9003(G U G I N OC 190819 -1 12 (1) r [FC MORTG wY803•A- 9003(GUGI NOC) 190819 13 applicable law, all such rights and remedies being cumulative and enforceable alternatively, successively or concurrently: take immediate possession of the Mortgaged Property, collect and receive a credits, outstanding accounts and bills receivable of the Mortgagor and all rents, income, revenues and profits pert i and to or arising from the Mortgaged Property, or any part issue binding receipts therefor; and manage, control and operate the Mortgaged Property as fully as the Mortgagor might do if in making of all possession thereof, including, without limitation, the or advisable; repairs or replacements deemed necessary ro Vj ded, however, that Mortgagee agrees to abide by any notice requirement contained in FCC Rules, 47 C.F.R. i h is covered connection with any of the Mortgaged Property by such section or any successor provision; (ii) proceed to protect and enforce the rights of the Mortgagee under this Mortgage by suits or actions in equity or at law in any court or courts of competent jurisdiction, whether for specific performance of any covenant or any agreement contained herein or in aid of the execution of any power herein granted or for the foreclosure hereof or hereunder or for the sale of the Mortgaged Property, or any part thereof, or to collect the debts hereby secured or for the o enforcement of such other or additional appropriate equitable remedies as may be deemed most effectual to protect and enforce the rights and remedies herein granted or conferred, and in the event of the institution of any action or the shall have the right to have app ointed a receiver Mortgaged Property and of all rents, income, revenues and profits pertaining thereto or arising therefrom derived, received or had from the time of the commencement of such suit or action, and such receiver shall have all the usual powers and duties of receivers, in like and similar cases, to the fullest extent permitted by law, and if application shall be made for the appointment of a receiver the Mortgagor hereby expressly consents that the court to which such application shall be made may make said appointment; (iii) sell or cause to be sold consistent with the applicable Uniform Commercial Code all and singular the Mortgaged Property or any part thereof, and all right, title, interest, claim and demand of the Mortgagor therein or thereto, at public auction at such place in any county in which the property to be sold, or any part thereof is located, at such time and upon such terms as may be specified in a notice of sale, which shall state the time when and the place where the sale is to be held, shall contain a brief general description of the property to be sold, and, unless the Mortgaged Property or any part thereof is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, shall be given by mailing a copy thereof to the Mortgagor RTFC MORTG WY803- A- 9003(GUGI NOC) 190819 -1 14 at least fifteen (15) days prior to the date fixed for such sale and by publishing the same once in each week for two successive calendar weeks prior to the date of such sale in a newspaper of general circulation published in said county, or if no such newspaper is published in such county, in a newspaper of general circulation in such county, the first such publication to be not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale, Any sale to be made under this subparagraph (iii) of this Section 4.02 may be adjourned from time to time by announcement at the time and place appointed for such sale or for such adjourned sale and without further notice or publication the sale may be had at the time and place to which the same shall be adjourned; rod vided_, however, that in the event another or different notice of sale or another or different manner of conducting the same shall be required by law, the notice of sale shall be given or the sale shall be conducted, as the case may be, in accordance with the applicable provisions of law; (iv) declare all unpaid principal outstanding on any Note, all accrued and unpaid interest thereon, and all other amounts due under the Loan Agreement and/or Notes to be immediately due and payable and the same shall thereupon become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (v) upon the occurrence of an Event of Default because of the existence of any lien upon the Mortgaged Property, or in the event of a default under any of the First Mortgages or any document executed in connection therewith, Mortgagee shall have the right, (without being obligated to do so), without notice to Mortgagor, to advance on and for the account of Mortgagor such sums as Mortgagee in is sole discretion deems necessary to cure such default or to induce the holder of any such lien to forbear from exercising any of its remedies under such First Mortgage or otherwise. The repayment of all such advances, with interest thereon at the highest rate set forth in the Notes from the date of each such advance, shall be secured hereby and shall be immediately due and payable without demand. SECTION 4.03. Right of Mortgagee to Bid on Mortgaged Property. At any sale hereunder Mortgagee shall have the right to bid for and rc ase the Mortgaged Property, or such part thereof as shall be offered for sale, and may apply in settlement of the purchase price of the property so purchased the portion of the net proceeds of such sale which would be applicable to the payment on account of the principal of and interest on and any other sum due pursuant to the Notes held by Mortgagee faandsnt applied shall sum due pursuant to het account of Notes held by principal of SECTION 4.04. Application of Proceeds from Remedial Actions. Any proceeds of funds arising from the exercise of any rights or the enforcement of any remedies herein provided after the payment or provision for the payment of any and all costs and expenses in connection with the exercise of such rights or the enforcement of such remedies shall be applied first, to the payment of indebtedness hereby secured other than the principal of or interest on the Notes; second, to the ratable payment of interest which shall have accrued on the Notes and which shall be unpaid; third, to the ratable payment of or on account of the unpaid principal of the Notes, and the balance, if any, shall be paid to Mortgagor or whosoever shall be entitled thereto. SECTION 4.05. Notice of Default. The Mortgagor covenants that it will give prompt written notice to Mortgagee of the occurrence of an Event of Default or an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default. SECTION 4.06. No Waiver by Mortgagee; Remedies Cumulative; No Election. The Mortgagee shall not be deemed to have waived any of its rights upon or under the Notes or the Mortgaged Property unless such waiver shall be in writing and signed by the Mortgagee. No delay or omission on the part of the Mortgagee in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion. Every right or remedy herein conferred upon or reserved to Mortgagee shall be cumulative and shall be in addition to every other right and remedy given hereunder or now or hereafter existing at law, or in equity, or by statute. The pursuit of any right or remedy shall not be construed as an election. SECTION 4.07. Waiver of Appraisement Rights. To the extent permitted under applicable law, the Mortgagor, for itself and all who may claim through or under it, covenants that it will not at any time insist upon or plead, or in any manner whatever claim, or take the benefit or advantage of, any appraisement, valuation, stay, extension or redemption laws now or hereafter in force in any locality where any of the Mortgaged Property may be situated, in order to prevent, delay or hinder the enforcement or foreclosure of this Mortgage, or the absolute sale of the Mortgaged Property, or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchaser or purchasers thereat, and the Mortgagor, for itself and all who may claim through or under it, hereby waives the benefit of all such laws unless such waiver shall be forbidden by law. POSSESSION UNTIL DEFAULT DEFEASANCE CLAUSE SECTION 5.01. Possession Until Default. Until some one or more of the Events of Default shall have happened, the Mortgagor shall be suffered and permitted to retain actual possession of the Mortgaged Property, and to manage, operate and use the same and any part thereof, with the rights and franchises appertaining thereto, and to collect, receive, take, use and enjoy the rents, revenues, issues, earnings, income, products and profits thereof or therefrom, subject to the provisions of this Mortgage. tirFC iMORFG WY803- A- 9003(OUGI NOC) 190819 -1 ARTICLE V 15 T -7 SECTION 5.02. Defeasance. Upon payment of the full amount of the principal of and interest on the Notes and upon payment of all other sums payable hereunder by the Mortgagor, all property, rights and interests hereby conveyed or assigned or pledged shall revert to the Mortgagor and the estate, right, title and interest of the Mortgagee shall thereupon cease, determine and become void and the Mortgagee, in such case, on written demand of the Mortgagor, but at the Mortgagor's cost and expense, shall enter satisfaction of this Mortgage upon the record. (a) RTFC MORTG WY803- A- 9003(GUGINOC) 190819 -1 ARTICLE VI POWER OF ATTORNEY 16 SECTION 6.01. Appointment and Powers of Mortgagee. The Mortgagor hereby irrevocably constitutes and appoints the Mortgagee and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys -in -fact with full irrevocable power and authority in the place and stead of the Mortgagor or in the Mortgagee's own name, for the purpose of carrying out the terms of this Mortgage, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Mortgage and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Mortgagor, without notice to or assent by the Mortgagor, to do the following: upon the occurrence and during the continuance of an Event of Default which has not been cured within any applicable grace period, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Mortgaged Property in such manner as is consistent with the applicable Uniform Commercial Code and other applicable law and as fully and completely as though the Mortgagee were the absolute owner thereof for all purposes, and to do at the Mortgagor's expense, at any time, or from time to time, all acts and things which the Mortgagee deems necessary to protect, preserve or realize upon the Mortgaged Property and the Mortgagee's security interest therein, in order to effect the intent of this Mortgage, all as fully and effectively as the Mortgagor might do, including, without limitation (i) upon written notice to the Mortgagor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Mortgagee so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (ii) the execution, delivery and recording, in connection with any sale or other disposition of any Mortgaged Property, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Mortgaged Property; and (b) to the extent that the Mortgagor's authorization given in Section 3.15 hereof is not sufficient, to file such financing statements with respect hereto, with or without the Mortgagor's signature, or a photocopy of this Mortgage in substitution for a financing K FFC MORIG WY803 -A -9003 (G U G I N OC) 190819 -1 ARTICLE VII 17 statement, as the Mortgagee may deem appropriate and to execute in the Mortgagor's name such financing statements and amendments thereto and continuation statements which may require the Mortgagor's signature. SECTION 6.02. Ratification by Mortgagor. To the extent permitted by law, the Mortgagor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof, This power of attorney is a power coupled with an interest and shall be irrevocable. SECTION 6.03. No Duty on Mortgagee. The powers conferred on the Mortgagee hereunder are solely to protect its interests in the Mortgaged Property and shall not impose any duty upon it to exercise any such powers. MISCELLANEOUS 1 SECTION 7.01. Property Deemed Real Property. It is hereby declared to be the intention of the Mortgagor that all lines or systems embraced in the Mortgaged Property, including, without limitation, all rights of way and easements granted or given to the Mortgagor or obtained by it to use real property in connection with the construction, operation or maintenance of such lines or systems, and all service and connecting lines, poles, posts, cross -arms, wires, cables, conduits, ducts, connections and fixtures forming part of or used in connection with such lines or systems and all other property physically attached to any of the foregoing described property, shall be deemed to be real property. SECTION 7.02. Mortgage to Bind and Benefit Successors and Assigns. All of the covenants, stipulations, promises, undertakings and agreements herein contained by or on behalf of the Mortgagor shall bind its successors and assigns, whether so specified or not, and all titles, rights and remedies hereby granted to or conferred upon the Mortgagee shall pass to and inure to the benefit of the successors and assigns of the Mortgagee and shall be deemed to be granted or conferred for the ratable benefit and security of all who shall from time to time be the holders of Notes executed and delivered as herein provided. SECTION 7.03. Headings. The descriptive headings of the various articles of this Mortgage were formulated and inserted for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. SECTION 7.04. Notices. All notices, requests and other communications provided for herein including, without limitation, any modifications of, or waivers, requests or consents under, this Mortgage shall be given or made in writing (including, without limitation, by telecopy) and delivered to the intended recipient at the "Address for Notices" specified below; or, as to any party, at such other address as shall be designated by such party in a notice to the other party. All such communications shall be deemed to have been duly given (i) when personally delivered including, without limitation, by overnight mail or courier service, (ii) in the case of notice by United States mail, certified or registered, postage prepaid, return receipt requested, upon receipt thereof, or (iii) in the case of notice by telecopy, upon transmission thereof, provided such transmission is promptly confirmed by either of the methods set forth in clauses (i) or (ii) above in each case given or addressed as provided for herein. The Address for Notices of each of the respective parties is as follows: The Mortgagee: Rural Telephone Finance Cooperative 20701 Cooperative Way Dulles, VA 20166 Attention: Senior Vice President and Administrative Officer Fax: 703 467 -5170 Horizon Communications, Inc. 104101 Highway 89 Freedom, WY 83120 Attention: General Manager If by United States mail or by telecopy: Horizon Communications, Inc. P.O. Box 226 Freedom, WY 83120 Attention: General Manager Fax: 307 883 -2575 SECTION 7.05. Regulatory Approvals. Notwithstanding anything to the contrary contained in this Mortgage, the Loan Agreement, or in any related agreement, instrument or document, Mortgagee shall not take any action requiring the prior approval of the FCC or any state public service or utilities commission having jurisdiction without first obtaining such approval. SECTION 7.06. Severability. The invalidity of any one or more phrases, clauses, sentences, paragraphs or provisions shall not affect the remaining portions of this Mortgage, nor shall any such invalidity as to any holder of Notes hereunder affect the rights hereunder of any other holder of Notes. SECTION 7.07. Counterparts. This Mortgage may be simultaneously executed in any number of counterparts, and all said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. SECTION 7.08. Mortgage Deemed Security Agreement. To the extent that any of the property described or referred to in this Mortgage is governed by the provisions of the Uniform Commercial Code, this Mortgage is hereby deemed a "security riWFC NIUR CG WY803- A.9003(GUGINOC) 190819 -1 The Mortgagor: If by personal delivery, overnight mail or courier service: 13 19 agreement," a Co "financing statement" and a "fixture filing" under the Uniform Commercial a finanhe "debtor' and the Mortgagee herein is the "secured Code. The Mortgag or herein is the as debtor and of the Mortgagee as p The mailing addresses of the Mortgagor sec party arty are as set forth in Section 7.04 hereof. on the first page or is an r The co oer of the type and 'organized in the jurisdiction set page e hereof accurately sets forth the Mortgagor's organizational identification number or accurately states that the Mortgag or has none. gender or the neuter SECTION 7.09. Use of Terms. The use of any g herein shall also refer to the other gender or the neuter and the use of the plural shall also refer to the singular, and vice versa. shall pay to the SECTION 7.10. Costs and Expenses. The Mortgagor a gee on demand any and all expenses, including reasonable at to rag or en n Mortg 9 paid by Mortgagee in protecting, p a disbursements incurred or p Y the Mor any of the Mortgaged the Mortgagee's rights under or in respect of any of the Notes or Property. Such sums shall be secured hereby and shall b on demand, with be payable d, however, that such interest thereon at the highes e t ofthe rate permitted r by law. interest rate shall not be in excess SECTION 7.11. Mortgagor Remains Liable. Anything herein to the a notwithstanding, the Mortgagor shall remain liable under each contract, contrary Mortgaged Property shall not have any obligation agreement, license or permit gthereunder. in The Mortgagee or by the Mortgagor liability under any such contract, agreement, license or permit aelating to a of or i Y Mortgage or the receipt by the Mortgagee of any manner to perform nf out of this ged Pro ee be obligated in any such contract, the Mortgaged Property, nor shall the Mortgagee pursuant to any any r of the lodge' or permit or to take under ct on t p collect or enforce any claim for agreement, payment assigned hereunder. of the SECTION 7.12. Pledge Agreem to a valid and enforceabley security Mortgaged Property hereunder is also subject a agreement by and between the interest or pledge under the terms of any pledge and the Mortgagee and the terms of such plo dge agreeme t a Property, inconsistent the Mortgagor e then with respect te rh s ho s such i the greerT to rms of such pledge agreement shall be controlling in the case of such Mortgaged Property. RTFC MORTG VVY803- A- 90 03 (GU GINOC) 190819 -1 IN WITNESS WHEREOF, HORIZON COMMUNICATIONS, INC., as Mortgagor, has caused this Mortgage to be signed in its name and its seal to be hereunto affixed and attested by its officers thereunto duly authorized, and RURAL TELEPHONE FINANCE COOPERATIVE, as Mortgagee, has caused this Mortgage to be duly executed in its behalf, all as of the day and year first above written. STATE OF WYOMING SS COUNTY OF L14 1 0f /4 This instrument was acknowledged before me this /b day of Oece 2014, by aliAA.g. ff a as fieS of HORIZON COMMUNICATIONS, INC., a Wyoming corporation. (Notarial Seal) My commission expires: q Yv aTFC MORTG WY803- A- 9003(GUGINOC) 190819 -1 Secretary HORIZON COMMUNICATIONS, NC. By: Title: �J 0 E T 20 BONNIE JACKSON Notary Public, County of Lincoln My Commission Expires September 30, 2017 Av.! otary Pu; c Executed by the Mortgagee in the presence of: COMMONWEALTH OF VIRGINIA COUNTY OF LOUDOUN a��al:5eal) Notary Public M/ commission expires: SHARON KAY SALVARY Notary Mk Corr eron vooli1 of Virginia ro mmissIca Was Doc 31, 2015 RTFG MORTG W Y 803 -A -9003 (G U G I N 0 C) 190819 -1 RURAL TELEPHONE FINANCE COOPERATIVE By taut Secretary- Treasurer SS 2 Exhibit I INSTRUMENTS RECITAL The instruments referred to in the preceding recitals are as follows: 1. "Original Mortgage Mortgage Type Mortgage and Security Agreement Mortgage Date June 6, 2006 2. "Current Loan Agreement" shall mean that certain loan agreement dated as of even date herewith. 3. "Current Note Loan Designation WY803 -A -9003 4. "Outstanding Loan Agreements" shall mean collectively, (i) that certain loan agreement by and among the Mortgagor, Gold Star Communications LLC, Columbine Telephone Company, Inc., Mountain Land Communications LLC and the Mortgagee dated as of June 6, 2006 and (ii) that certain loan agreement by and among The Hoopes Telephone Management Limited Partnership, Teton Communications, Inc., Columbine Telephone Company, Inc., Mountain Land Communications, LLC and Cedar Creek Investments Limited Partnership and Mortgagee dated as of July 3, 2003, assumed by Mortgagor pursuant to that certain Acknowledgement and Assumption Agreement dated September 29, 2006 by and between Mortgagor and Mortgagee, as each shall have been amended from time to time. RTFC MORTG wY803- A- 9003(GUGINOC) 190819 -1 Loan Note Amount Date $2,222,222 Of even date herewith Maturity Date Eight (8) years from the date hereof 22 Loan Designation Loan Amount Note Date Maturity Date WY803 -A -9002 $11,000,000 June 6, 2006 Fifteen (15) years from the date thereof 1 23 5. "Outstanding Notes" shall mean collectively: A. That certain secured promissory note from the Mortgagor, Gold Star Communications LLC, Columbine Telephone Company, Inc. and Mountain Land Communications LLC to the Mortgagee: and B. That certain secured promissory note from The Hoopes Telephone Management Limited Partnership, Teton Communications, Inc., Columbine Telephone Company, inc., Mountain Land Communications, LLC and Cedar Creek Investments Limited Partnership to the Mortgagee, assumed by the Mortgagor pursuant to that certain Acknowledgement and Assumption Agreement dated September 29, 2006 by and between Mortgagor and Mortgagee: Loan Designation WY803 -A -9001 Loan Amount $8,333,333 Note Date July 3, 2003 Maturity Date Fifteen (15) years from the date thereof RTFC ;.1ORTG WY803- A- 9003(GUGI NOC) 190819 -1 Exhibit 11 PROPERTY SCHEDULE 2.} The property referred to in the last lines of paragraph 1 of the Granting Clause includes the following described real estate: Parcel 1: 550 East 2 South, Soda Springs, ID 83276 Beginning at a point 71.24 feet west of the northeast comer of Lot 7, Block 17, City of Soda Springs, according to the official plat thereof, as recorded in the office of the County Recorder of Caribou County, Idaho, under Recorder's Instrument No. 328, and running thence south 311.75 feet; thence west 100 feet; thence north 311.75 feet; thence east 100 feet, to the Point of Beginning. Parcel 2: 550 South Washington Street, Afton, WY 83110 That part of the Northeast Quarter Northeast Quarter of Section 36, Township 32 North, Range 119 West, Lincoln County, Wyoming, within the incorporated limits of the Town of Afton and being part of that tract of record in the Office of the Clerk of Lincoln County in Book 172 of Photo static records on page 469, described as follows: Beginning at a point on the West right of way line of State Highway 89 identical with an intersection with the South line of Nield Avenue South 77 °18.6' West 159.77 feet from the Northeast corner of said Section 36 as described in the Certified Land Corner Recordation Certificate of record in said office; thence South 01°02.9' East 150.00 feet along the said West right of way line within the Town of Afton to a point; thence South 89 °15.77 West 162.68 feet; to a point; thence North 01°38.4' East 150.02 feet to a point; on the South line of said Nield Avenue; thence North 89 °13.3' East feet along said South line of said Nield Avenue to a 3/8"x12" steel spike identical with the intersection of the said South line with the West right of way line of Washington Street within said Town of Afton; thence continuing North 89 °13.3' East 12.66 feet along a protraction of said South line to the point of beginning. Also known as a portion of Lot 4 Block 30 of the Original Townsite of the Town of Afton, Lincoln County, Wyoming. RTFC MCRTG WY803- A- 9003(GUGINOC) 190819 -1 Parcel 3: 180 North Main Street, Thayne, WY 83127 Lots 7, 8, 9, 10, 23, 24, 25 and 26 of Block 4 of Van Noy Park Subdivision to the Town of Thayne, Lincoln County, Wyoming as described on the official plat thereof. RTFC MORTG WY803- A- 9003(GUGI NOC) 190819 -1 2j Parcel 1: Deed of Trust dated May 23, 2013 from Mortgagor as Trustor /Grantor to .Caribou Land Title, Inc., as Trustee, for the benefit of Vaughn Smith Construction Co., as Beneficiary, recorded on May 29, 2013 as Instrument No. 191634, Caribou County, Idaho Records, securing an indebtedness in the principal amount not to exceed $90,000.00 (the "Vaughn Smith First Mortgage Parcel 2: Mortgage dated February 15, 2012 from Mortgagor to Bart R. Wilkes and D'Ann Wilkes, as mortgagees, recorded on February 16, 2012 in Book 781 PR, Page 340, Lincoln County, Wyoming Records, securing an indebtedness in the principal amount not to exceed $400,000.00 (the "Wilkes First Mortgage Parcel 3: Mortgage dated August 9, 2013 from Mortgagor to Wells Fargo Bank, National Association, as mortgagee, recorded on August 19, 2013 in Book 818PR, Page 305, Lincoln County, Wyoming Records, securing an indebtedness in the principal amount not to exceed $624,000.00 (the 'Wells Fargo First Mortgage RTFC :.1GRTG WY603•A•9003(GUGINOC) 190519 -1 Exhibit III PERMITTED LIENS 26