Contract analysis

Section 1. Payoff Amount The following sets forth the calculation of the aggregate amount required to satisfy in full all Obligations of the Borrower under the Existing Credit Agreement as of the anticipated Closing Date (the "Payoff Amount"): 1.1 Outstanding Principal Balance The outstanding principal amount of the term loan under the Existing Credit Agreement as of the date hereof is: $82,600,000.00 No principal pa

Section 2. Wire Transfer Instructions 2.1 Payment Instructions All amounts constituting the Payoff Amount shall be paid in immediately available funds in United States dollars by federal wire transfer to the following account: Note: The wire transfer instructions set forth above are subject to confirmation by Elkhorn Capital Markets, LLC and shall be verified by telephonic callback to an authorized officer of Elkhorn

Section 3. Release of Liens and Security Interests 3.1 Automatic Release Upon Receipt of Payoff Amount Upon receipt by Elkhorn Capital Markets, LLC of the Payoff Amount in full in immediately available funds in accordance with the wire transfer instructions set forth in Section 2 above, all liens, security interests, pledges, assignments, hypothecations, and encumbrances of any kind or nature (whether arising by cont

Section 4. Termination of Existing Credit Agreement 4.1 Full Satisfaction and Discharge Upon receipt by Elkhorn Capital Markets, LLC of the Payoff Amount in full in immediately available funds in accordance with the terms of this Payoff Letter, the Existing Credit Agreement and all related loan documents, including, without limitation, all promissory notes, security agreements, pledge agreements, guaranty agreements,

Section 5. Representations and Confirmations of Elkhorn Capital Markets Elkhorn Capital Markets, LLC hereby represents, warrants, and confirms to the Borrower, Northgate, and each of the other addressees and reliance parties identified in Section 7 hereof that, as of the date hereof: (a) Outstanding Principal Balance. The outstanding principal balance of the term loan under the Existing Credit Agreement is $82,600,00

Section 6. Authorization to Pinnacle Atlantic Bank / New Facility The parties acknowledge that the release and termination of all liens and security interests held by Elkhorn Capital Markets, LLC under or in connection with the Existing Credit Agreement and the Collateral Documents, as contemplated by Section 3 of this Payoff Letter, constitutes a condition precedent to the closing of the $500,000,000 senior secured

Section 7. Irrevocability; Reliance This Payoff Letter is irrevocable and may not be amended, modified, revoked, or withdrawn by Elkhorn Capital Markets, LLC without the prior written consent of the Borrower, Northgate, and the New Administrative Agent. This Payoff Letter may be relied upon by each of the following parties (collectively, the "Reliance Parties"): (a) Cascadia Fiber Networks, Inc., as Borrower; (b) Nor

Section 8. Governing Law This Payoff Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The selection of New York law

Section 9. Counterparts; Electronic Delivery This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter (or a signature page hereto) by facsimile, portable document format (PDF), or other electronic means (including any electronic sign

Section 10. Contact Information For any questions regarding this Payoff Letter, the calculation of the Payoff Amount, wire transfer instructions, the status of lien release documents, or any other matter relating to the payoff and discharge of the Existing Credit Agreement, please contact: Elkhorn Capital Markets, LLC Attention: [●], [Title] Telephone: [●] Email: [●] All notices, requests, and communications to Elkho