Common use of FCC Matters Clause in Contracts

FCC Matters. Notwithstanding any other provision of this Pledge Agreement: (A) Any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Pledged Collateral by CoBank shall be pursuant to Section 310(d) of the Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (B) If an Event of Default shall have occurred and be continuing, the Pledgor shall take any action, and shall cause the Borrower to take any action, which CoBank may reasonably request in order to transfer and assign to CoBank, or to such one or more third parties as CoBank may designate, or to a combination of the foregoing, each FCC license or permit owned by the Borrower. CoBank is empowered, to the extent permitted by applicable law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by CoBank to seek from the FCC an involuntary transfer of control of each such FCC license or permit for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, for any action or transactions contemplated by this Pledge Agreement, including, without limitation, the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC license or permit or transfer of control necessary or appropriate under the rules and regulations of the FCC or any state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Pledged Collateral, together with any FCC license or permit. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license or permit is integral to CoBank's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this Section 23 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank to seek and obtain specific performance of other obligations of the Pledgor contained in this Pledge Agreement, that the agreements contained in this Section 23 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.917, or any successor provision thereto, CoBank shall notify the Pledgor and the FCC in writing at least ten (10) days prior to the date on which CoBank intends to exercise its rights, pursuant to this Pledge Agreement or any of the other Loan Documents, by foreclosing on, or otherwise disposing of, any Pledged Collateral in connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 or any successor provision thereto.

FCC Matters. Notwithstanding any other provision of this Pledge Agreement: (A) Any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Pledged Collateral by CoBank shall shall, to the extent required, be pursuant to Section Sections 214 and Pledge Agreement/Knology, Inc. Loan No. ML0883T1 310(d) of the Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (B) If an Event of Default shall have occurred and be continuing, the Pledgor shall take any action, and shall cause the Borrower to take any action, which CoBank may reasonably request in order to transfer and assign to CoBank, or to such one or more third parties as CoBank may designate, or to a combination of the foregoing, each FCC license license, permit, certificate or permit other authorization owned by the Borrower. CoBank is empowered, to the extent permitted by applicable law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by CoBank to seek from the FCC an involuntary transfer of control of each such FCC license license, permit, certificate or permit other authorization for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, for any action or transactions contemplated by this Pledge Agreement, including, without limitation, the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC license or permit or transfer of control necessary or appropriate under the rules and regulations of the FCC or any state regulatory body for approval or non-non- opposition of the transfer or assignment of any portion of the Pledged Collateral, together with any FCC license license, permit, certificate or permitother authorization. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license license, permit, certificate or permit other authorization (subject to the prior approval of the FCC, if required) is integral to CoBank's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this Section 23 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank to seek and obtain specific performance of other obligations of the Pledgor contained in this Pledge Agreement, that the agreements contained in this Section 23 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.91722.937, or any successor provision thereto, CoBank shall notify the Pledgor and the FCC in writing at least ten (10) days prior to the date on which CoBank intends to exercise its rights, pursuant to this Pledge Agreement or any of the other Loan Documents, by foreclosing on, or otherwise disposing of, any Pledged Collateral in connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 22.937 or any successor provision thereto.. Pledge Agreement/Knology, Inc. Loan No. ML0883T1

FCC Matters. Notwithstanding any other provision of this Pledge Agreement: (A) Any foreclosure on, sale, transfer or other disposition of, ; or the exercise or relinquishment of any right to vote or consent with respect to, any of the Pledged Collateral by CoBank shall be pursuant to Section 310(d) of the Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (B) If an Event of Default shall have occurred and be continuing, the Pledgor shall take any action, and shall cause the Borrower MCTC to take any action, which CoBank may reasonably request in order to transfer and assign to CoBank, or to such one or more third parties as CoBank may designate, or to a combination of the foregoing, each FCC license or permit owned by the BorrowerMCTC. CoBank is empowered, to the extent permitted by applicable law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by CoBank to seek from the FCC an involuntary transfer of control of each such FCC license or permit for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, for any action or transactions contemplated by this Pledge Agreement, including, without limitation, the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC license or permit or transfer of control necessary or appropriate under the rules and regulations of the FCC or any state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Pledged Collateral, together with any FCC license or permit. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license or permit is integral to CoBank's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this Section 23 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank to seek and obtain specific performance of other obligations of the Pledgor contained in this Pledge Agreement, that the agreements contained in this Section 23 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.917, or any successor provision thereto, CoBank shall notify the Pledgor and the FCC in writing at least ten (10) days prior to the date on which CoBank intends to exercise its rights, pursuant to this Pledge Agreement or any of the other Loan Documents, by foreclosing on, or otherwise disposing of, ; any Pledged Collateral in connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 or any successor provision thereto.. THUS DONE AND SIGNED, in several counterparts at the places and on the dates indicated below, and in the presence of the respective Notaries Public and the respective undersigned witnesses indicated below, by duly authorized officers of the respective parties, after a due reading of the whole. At Lake Charles, Louisiana, on April 20, 1995. CAMERON COMMUNICATIONS CORPORATION By: /s/ WILLXXX X. XXXXXXX, XX. -------------------------------- Name: Willxxx X. Xxxxxxx, Xx. Title: President

FCC Matters. Notwithstanding any other provision of this Pledge Agreement: (A) Any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Pledged Collateral by CoBank shall shall, to the extent required, be pursuant to Section Sections 214 and 310(d) of the Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (B) If an Event of Default shall have occurred and be continuing, the Pledgor shall take any action, and shall cause the Borrower to take any action, which CoBank may reasonably request in order to transfer and assign to CoBank, or to such one or more third parties as CoBank may designate, or to a combination of the foregoing, each FCC license license, permit, certificate or permit other authorization owned by the Borrower. CoBank is empowered, to the extent permitted by applicable law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by CoBank to seek from the FCC an involuntary transfer of control of each such FCC license license, permit, certificate or permit other authorization for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, for any action or transactions contemplated by this Pledge Agreement, including, without limitation, the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC license or permit or transfer of control necessary or appropriate under the rules and regulations of the FCC or any state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Pledged Collateral, together with any FCC license license, permit, certificate or permitother authorization. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license license, permit, certificate or permit other authorization (subject to the prior approval of the FCC, if required) is integral to CoBank's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this Section 23 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank to seek and obtain specific performance of other obligations of the Pledgor contained in this Pledge Agreement, that the agreements contained in this Section 23 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.91722.937, or any successor provision thereto, CoBank shall notify the Pledgor and the FCC in writing at least ten (10) days prior to the date on which CoBank intends to exercise its rights, pursuant to this Pledge Agreement or any of the other Loan Documents, by foreclosing on, or otherwise disposing of, any Pledged Collateral in connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 22.937 or any successor provision thereto. [Signatures begin on next page.]

FCC Matters. Notwithstanding For the purposes of exercising any other provision of this Pledge their Secured Creditor Remedies at any time that the Forbearance Period shall cease to be in effect, subject to and in furtherance of the terms set forth in the Collateral Trust Agreement, the Companies agree with the Agent and the Lenders as follows: (Ai) Any foreclosure on, sale, transfer or other disposition of, or The Agents and the exercise or relinquishment of any right Lenders are empowered to vote or consent with respect to, any of the Pledged Collateral by CoBank shall be pursuant to Section 310(d) of the Communications Act of 1934, as amendedrequest, and the applicable rules and regulations thereundereach Company agrees to authorize, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (B) If an Event of Default shall have occurred and be continuing, the Pledgor shall take any action, and shall cause the Borrower to take any action, which CoBank may reasonably request in order to transfer and assign to CoBank, or to such one or more third parties as CoBank may designate, or to a combination of the foregoing, each FCC license or permit owned by the Borrower. CoBank is empowered, to the extent permitted by applicable law, to request the appointment of a receiver or trustee from any court of competent jurisdiction. Such receiver may or trustee shall be instructed by CoBank to seek from the FCC an involuntary (and any other Governmental Authority) all requisite consents to and approvals of any assignment of any FCC License and assets of, or any transfer of control of each over any Person whose stock, partnership interests, other securities or other Pledged Collateral is subject to the Collateral Trust Agreement to the extent required for such FCC license trustee or permit for receiver to be granted the rights necessary to accomplish the purpose of seeking a bona fide purchaser to whom such FCC License ultimately will be assigned or control of such entity ultimately will ultimately be transferred. The Pledgor hereby agrees , subject to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodiesother governmental approvals. (ii) Each Company agrees, if requiredat the joint and several cost and expense of the Companies, for to reasonably cooperate with any action or transactions contemplated by this Pledge Agreement, including, without limitation, such purchaser referred to in clause (i) and with the Agents and Lenders in the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor's or transferor's portion of any application or applications for and other documents and providing any information that may be reasonably necessary in obtaining the FCC's consent to the assignment or transfer to such purchaser of the Pledged Collateral or any portion thereof or any of any FCC license or permit or License. (iii) To the fullest extent permitted by applicable law, each Company hereby agrees to consent to and authorize any such transfer of control necessary or appropriate under assignment upon the rules and regulations request of the FCC Agents or Lenders following a Termination Event or other expiration of the Forbearance Period, without limiting any rights of the Agents or Lenders under this Agreement or any state regulatory body for approval other Loan Document to authorize the Agents or non-opposition of the transfer Lenders to nominate a trustee or assignment of any portion receiver to assume control of the Pledged Collateral, together with subject only to any required consents, approvals or orders of courts of competent jurisdiction, the FCC license or permit. (Cother Governmental Authority, for the purpose of effectuating the transactions contemplated in this Section 6(b) The Pledgor acknowledges that and the assignment or transfer of each FCC license or permit is integral to CoBank's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the other provisions of this Section 23 Agreement and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank to seek and obtain specific performance of other obligations of the Pledgor contained in this Pledge Agreement, that the agreements contained in this Section 23 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.917, or any successor provision thereto, CoBank shall notify the Pledgor and the FCC in writing at least ten (10) days prior to the date on which CoBank intends to exercise its rights, pursuant to this Pledge Agreement or any of the other Loan Documents. Such trustee or receiver shall have all the rights and powers as provided to it by law, by foreclosing on, court order or otherwise disposing of, any Pledged Collateral the Agents or Lenders under this Agreement and the other Loan Documents. (iv) Each Company shall cooperate fully and use commercially reasonable efforts in connection with which such notice is obtaining the consent of the FCC and the approval or consent of each other Governmental Authority required pursuant to 47 C.F.R. Section 22.917 or any successor provision theretoeffectuate the foregoing.

FCC Matters. Notwithstanding any other provision of this Pledge Agreement: (A) Any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Pledged Collateral or FCC licenses or permits, by CoBank shall shall, to the extent required, be pursuant to Section 310(d) of the Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (B) If an Event of Default shall have occurred and be continuing, the Pledgor shall take any action, and shall cause the Borrower Pledged Subsidiaries to take any action, which CoBank may reasonably request in order to seek FCC consent to, and subsequent thereto, to consummate, the transfer and assign assignment to CoBank, or to such one or more third parties as CoBank may designate, or to a combination of the foregoing, of each FCC license or permit owned by the BorrowerPledged Subsidiaries. CoBank is empowered, to the extent permitted by applicable law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by CoBank to seek from the FCC an involuntary transfer of control of each such FCC license or permit for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor hereby agrees to authorize authorize, subject to FCC approval, such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, for any action or transactions contemplated by this Pledge Agreement, including, without limitation, the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC license or permit or transfer of control necessary or appropriate under the rules and regulations of the FCC or any state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Pledged Collateral, together with any FCC license or permit.. Pledge Agreement/Shenandoah Telecommunications Company Loan No. ML0743 (C) The Pledgor acknowledges that the assignment or transfer of each FCC license or permit is integral to CoBank's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this Section 23 20 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank to seek and obtain specific performance of other obligations of the Pledgor contained in this Pledge Agreement, that the agreements contained in this Section 23 20 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.91722.937, or any successor provision thereto, CoBank shall notify the Pledgor and the FCC in writing at least ten (10) days prior to the date on which CoBank intends to exercise its rights, pursuant to this Pledge Agreement Agreement, the MLA or any of the other Loan DocumentsTerm Supplement, by foreclosing on, or otherwise disposing of, any Pledged Collateral in connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 22.937 or any successor provision thereto.. (Signatures Appear On Next Page) Pledge Agreement/Shenandoah Telecommunications Company Loan No. ML0743

FCC Matters. Notwithstanding any other provision of this Pledge Agreement: (A) Any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Pledged Collateral by CoBank shall be pursuant to Section 310(d) of the Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (B) If an Event of Default shall have occurred and be continuing, the Pledgor shall take any action, and shall cause the Borrower MCTC to take any action, which CoBank may reasonably request in order to transfer and assign to CoBank, or to such one or more third parties as CoBank may designate, or to a combination of the foregoing, each FCC license or permit owned by the BorrowerMCTC. CoBank is empowered, to the extent permitted by applicable law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by CoBank to seek from the FCC an involuntary transfer of control of each such FCC license or permit for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, for any action or transactions contemplated by this Pledge Agreement, including, without limitation, the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC license or permit or transfer of control necessary or appropriate under the rules and regulations of the FCC or any state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Pledged Collateral, together with any FCC license or permit. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license or permit is integral to CoBank's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this Section 23 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank to seek and obtain specific performance of other obligations of the Pledgor contained in this Pledge Agreement, that the agreements contained in this Section 23 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.917, or any successor provision thereto, CoBank shall notify the Pledgor and the FCC in writing at least ten (10) days prior to the date on which CoBank intends to exercise its rights, pursuant to this Pledge Agreement or any of the other Loan Documents, by foreclosing on, or otherwise disposing of, ; any Pledged Collateral in connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 or any successor provision thereto.. THUS DONE AND SIGNED, in several counterparts at the places and on the dates indicated below, and in the presence of the respective Notaries Public and the respective undersigned witnesses indicated below, by duly authorized officers of the respective parties, after a due reading of the whole. At Lake Charles, Louisiana, on April 20, 1995. MERCURY, INC. By: /s/ WILLXXX X. XXXXXXX, XX. -------------------------------------- Name: Willxxx X. Xxxxxxx, Xx. Title: President

FCC Matters. Notwithstanding any other provision of this Pledge Agreement: (A) Any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Pledged Collateral by CoBank shall be pursuant to Section 310(d) of the Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (Ba) If an Event of Default shall have occurred and be continuing, the Pledgor each Borrower shall, and, if applicable, shall cause each of its Subsidiaries to, take any action, and shall cause the Borrower to take any action, action which CoBank Agent may reasonably request in the exercise of its rights and remedies under any Loan Document in order to transfer and or assign any Collateral to CoBank, Agent for the benefit of applicable Lenders or to such one or more third parties as CoBank Agent may designate, or to a combination of the foregoing. (b) To enforce the provisions of this Section 4.22, each FCC license or permit owned by the Borrower. CoBank Agent is empowered, to the extent permitted by applicable law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by CoBank empowered to seek from the FCC an and any other Governmental Authority, to the extent required, consent to or approval of any involuntary transfer of control of each such FCC license or permit any entity whose Collateral is subject to any Loan Document for the purpose of seeking a bona fide purchaser to whom control ultimately will ultimately be transferred. The Pledgor hereby Each Borrower agrees to authorize in such an involuntary transfer of control upon the request of the receiver so appointed event to, and, if applicable, shall cause each of its Subsidiaries to agree to, cooperate with any such purchaser and with Agent in the Pledgor shall refuse to authorize the transferpreparation, its approval execution and filing of any forms and providing any information that may be required by necessary or helpful in obtaining the courtconsent of the FCC or any other Governmental Authority to the assignment to such purchaser of the Collateral. Upon the occurrence Each Borrower agrees to, and, if applicable, shall cause each of its Subsidiaries to, consent to any such voluntary or involuntary transfer after and during the continuance continuation of an Event of Default and, without limiting any rights of Agent under any Loan Document, to authorize Agent to nominate a trustee or receiver to assume control of the Collateral, subject only to required judicial, FCC or other consents required by any Governmental Authority, in order to effectuate the transactions contemplated by this Agreement. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to Agent under any Loan Document. Each Borrower agrees to, and, if applicable, shall cause each of its Subsidiaries to, cooperate fully in obtaining the consent of the FCC and the approval or consent of each other Governmental Authority required to effectuate the foregoing. Each Borrower agrees to, and, if applicable, shall cause each of its Subsidiaries to take all actions reasonably necessary to obtain all approvals, authorizations consents or waivers necessary to transfer ownership and control of the FCC Licenses to any trustee, receiver or bona fide purchaser on behalf of the Lenders, including (i) the immediate filing of all applications with the FCC or any other applicable Governmental Authorities and (ii) assist in obtaining all approvals, authorizations consents or waivers necessary for the transactions contemplated by the Loan Documents. Such actions shall include, without limitation, providing to Agent any FCC registration numbers, tax identification numbers, account numbers and passwords for the FCC's CDBS electronic filing system. (c) Without limiting the obligations of any Borrower hereunder in any respect, each Borrower further agrees that if it, or any of its Subsidiaries, upon or after the occurrence of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, should fail or refuse for any action or transactions contemplated by this Pledge Agreement, includingreason whatsoever, without limitation, the preparation, execution including any refusal to execute and filing with the FCC and file any state regulatory bodies of the assignor's or transferor's portion of any completed application or applications for consent to the assignment of any FCC license or permit or transfer of control necessary or appropriate under to obtain any governmental consent necessary or appropriate for the rules and regulations of the FCC or any state regulatory body for approval or non-opposition of the transfer or assignment exercise of any portion right of Agent hereunder, each Borrower agrees that such application may be executed and filed on such Borrower's behalf by the Pledged Collateral, together with clerk of any FCC license or permitcourt of competent jurisdiction without notice to such Borrower pursuant to court order. (Cd) The Pledgor acknowledges that the In connection with this Section 4.22, Agent shall be entitled to rely in good faith upon an opinion of outside FCC counsel of Agent's choice with respect to any such assignment or transfer of each FCC license transfer, whether or permit not such advice rendered is integral ultimately determined to CoBank's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this Section 23 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank to seek and obtain specific performance of other obligations of the Pledgor contained in this Pledge Agreement, that the agreements contained in this Section 23 may be specifically enforcedhave been accurate. (D) In accordance with the requirements of 47 C.F.R. Section 22.917, or any successor provision thereto, CoBank shall notify the Pledgor and the FCC in writing at least ten (10) days prior to the date on which CoBank intends to exercise its rights, pursuant to this Pledge Agreement or any of the other Loan Documents, by foreclosing on, or otherwise disposing of, any Pledged Collateral in connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 or any successor provision thereto.

FCC Matters. Notwithstanding any other provision of this Pledge Security Agreement: (A) Any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Pledged Collateral by CoBank the Secured Party shall be pursuant to Section 310(d) of the Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (B) If an Event of a Default shall have occurred and be continuing, the Pledgor Debtor shall take any action, and shall cause which the Borrower to take any action, which CoBank Secured Party may reasonably request in order to transfer and assign to CoBankthe Secured Party, or to such one or more third parties as CoBank the Secured Party may designate, or to a combination of xx the foregoing, each FCC license or permit owned by the BorrowerDebtor. CoBank The Secured Party is empowered, to the extent permitted by applicable law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by CoBank the Secured Party to seek from the FCC an involuntary transfer of control of each such FCC license or permit for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor Debtor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor Debtor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of a Default, the Pledgor Debtor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, for any action or transactions contemplated by this Pledge Security Agreement, including, without limitation, the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC license or permit or transfer of control necessary or appropriate under the rules and regulations of the FCC or any state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Pledged Collateral, together with any FCC license or permit. (C) The Pledgor Debtor acknowledges that the assignment or transfer of each FCC license or permit is integral to CoBankthe Secured Party's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the Pledgor Secured Party to comply with the provisions of this Section 23 8 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank the Secured Party to seek and obtain specific performance of other obligations of the Pledgor Debtor contained in this Pledge Security Agreement, that the agreements contained in this Section 23 8 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.91722.937(F), or any successor provision thereto, CoBank the Secured Party shall notify the Pledgor Debtor and the FCC in writing at least ten (10) 10 days prior to the date on which CoBank the Secured Party intends to exercise its rights, pursuant to this Pledge Security Agreement or any of the other Loan Documents, by foreclosing on, or otherwise disposing of, any Pledged Collateral in connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 22.937(F) or any successor provision thereto. [Signatures on next page] THUS DONE AND SIGNED in several counterparts at the places and on the dates indicated below and in the presence of the respective undersigned Notaries Public and the respective undersigned witnesses indicated below, by the duly authorized officers of the respective parishes, after a due reading of the whole. At Lake Charles, Louisiana, on July 1, 1996. MERCURY, INC.

FCC Matters. Notwithstanding any other provision of this Pledge Security Agreement: (A) Any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Pledged Collateral by CoBank the Secured Party shall be pursuant to Section 310(d) of the Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (B) If an Event of a Default shall have occurred and be continuing, the Pledgor Debtor shall take any action, and shall cause which the Borrower to take any action, which CoBank Secured Party may reasonably request in order to transfer and assign to CoBankthe Secured Party, or to such one or more third parties as CoBank the Secured Party may designate, or to a combination of the foregoing, each FCC license or permit owned held by the BorrowerDebtor. CoBank The Secured Party is empowered, to the extent permitted by applicable law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by CoBank the Secured Party to seek from the FCC an involuntary transfer of control of each such FCC license or permit for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor Debtor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor Debtor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of a Default, the Pledgor Debtor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, for any action or transactions contemplated by this Pledge Security Agreement, including, without limitation, the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC license or permit or transfer of control necessary or appropriate under the rules and regulations of the FCC or any state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Pledged Collateral, together including, without limitation, with any FCC license or permit. (C) The Pledgor Debtor acknowledges that the assignment or transfer of each FCC license or permit is integral to CoBankthe Secured Party's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the Pledgor Secured Party to comply with the provisions of this Section 23 8 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank the Secured Party to seek and obtain specific performance of other obligations of the Pledgor Debtor contained in this Pledge Security Agreement, that the agreements contained in this Section 23 8 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.917, or any successor provision thereto, CoBank the Secured Party shall notify the Pledgor Debtor and the FCC in writing at least ten (10) 10 days prior to the date on which CoBank the Secured Party intends to exercise its rights, pursuant to this Pledge Security Agreement or any of the other Loan Documents, by foreclosing on, or otherwise disposing of, any Pledged Collateral in connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 or any successor provision thereto.. THUS DONE AND SIGNED in several counterparts at the places and on the dates indicated below and in the presence of the respective undersigned Notaries Public and the respective undersigned witnesses indicated below, by the duly authorized officers of the respective parties, after a due reading of the whole. At Lake Charles, Louisiana, on April 20, 1995. MERCURY CELLULAR TELEPHONE COMPANY By: /s/ ROBEXX XXXXX -------------------- Name: Robexx Xxxxx Title: President Attest: /s/ THOMXX X. XXXXXXX ----------------------- Name: Thomxx X. Xxxxxxx Title: Secretary [CORPORATE SEAL] Witnesses to all Signatures: /s/SHEIXX XXXX ------------------ Witness /s/ CAROXXX XXXXX ------------------ Witness [ILLEGIBLE] ------------------ Notary Public My commission expires: Lifetime Commission [NOTARIAL SEAL] (Signatures Continued on Next Page) (Signatures Continued from Previous Page) At Atlanta, Georgia on April 26, 1995. COBANK, ACB By: /s/ MARY XXX XXXXXXX ------------------------- Name: Mary Xxx Xxxxxxx Title: Assistant Vice President Witnesses to Signature: [ILLEGIBLE] -------------------------- Witness [ILLEGIBLE] -------------------------- Witness /s/ SANDXX X. XXXXX -------------------------- Notary Public My commission expires: Notary Public, Paulding County, Georgia My Commission Expires July 14, 1997 [NOTARIAL SEAL] 1. Set for the below are the present locations (by county or parish and state) of the Debtor's inventory and equipment: 2. Set forth below are the locations (by county or parish and state) at which any of the Debtor's inventory and equipment has been located within the past five years: See Above 3. Set forth below is a description of any exception to the representation made in Section 3(E) of the Security Agreement:

FCC Matters. Notwithstanding any other provision of this Pledge Agreement: (A) Any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Pledged Collateral by CoBank shall Secured Party shall, to the extent required, be pursuant to Section 310(d) of the Communications Act of Membership Interests Pledge Agreement/Shenandoah Telecommunications Company Loan No. ML0743 1934, as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (B) If an a Event of Default shall have occurred and be continuing, the Pledgor shall take any action, and shall cause the Borrower Pledged Entities to take any action, which CoBank Secured Party may reasonably request in order to transfer and assign to CoBankSecured Party, or to such one or more third parties as CoBank Secured Party may designate, or to a combination of the foregoing, each FCC license or permit owned by the BorrowerPledgor. CoBank Secured Party is empowered, to the extent permitted by applicable lawApplicable Law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by CoBank Secured Party to seek from the FCC an involuntary transfer of control of each such FCC license or permit for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an a Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, for any action or transactions contemplated by this Pledge Agreement, including, without limitation, the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC license or permit or transfer of control necessary or appropriate under the rules and regulations of the FCC or any state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Pledged Collateral, together with any FCC license or permit. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license or permit is integral to CoBankSecured Party's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this Section 23 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank Secured Party to seek and obtain specific performance of other obligations of the Pledgor contained in this Pledge Agreement, that the agreements contained in this Section 23 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.91722.937, or any successor provision thereto, CoBank Secured Party shall notify the Pledgor and the FCC in writing at least ten (10) days prior to the date on which CoBank Secured Party intends to exercise its rights, pursuant to this Pledge Agreement or any of the other Loan Documents, by foreclosing on, or otherwise disposing of, any Pledged Collateral in connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 22.937 or any successor provision thereto.. Membership Interests Pledge Agreement/Shentel Convergent Services, Inc. Loan No. ML0743

FCC Matters. Notwithstanding any other provision of this Pledge Agreement: (A) Any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Pledged Collateral by CoBank shall shall, to the extent required, be pursuant to Section Sections 214 and 310(d) of the Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (B) If an Event of Default shall have occurred and be continuing, the Pledgor shall take any action, and shall cause the Borrower to take any action, which CoBank may reasonably request in order to transfer and assign to CoBank, or to such one or more third parties as CoBank may designate, or to a combination of the foregoing, each FCC license license, permit, certificate or permit other authorization owned by the Borrower. CoBank is empowered, to the extent permitted by applicable law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by CoBank to seek from the FCC an involuntary transfer of control of each such FCC license license, permit, certificate or permit other authorization for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, for any action or transactions contemplated by this Pledge Agreement, including, without limitation, the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC license or permit or transfer of control necessary or appropriate under the rules and regulations of the FCC or any state regulatory body for approval or non-non- opposition of the transfer or assignment of any portion of the Pledged Collateral, together with any FCC license license, permit, certificate or permitother authorization. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license license, permit, certificate or permit other authorization (subject to the prior approval of the FCC, if required) is integral to CoBank's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this Section 23 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank to seek and obtain specific performance of other obligations of the Pledgor contained in this Pledge Agreement, that the agreements contained in this Section 23 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.91722.937, or any successor provision thereto, CoBank shall notify the Pledgor and the FCC in writing at least ten (10) days prior to the date on which CoBank intends to exercise its rights, pursuant to this Pledge Agreement or any of the other Loan Documents, by foreclosing on, or otherwise disposing of, any Pledged Collateral in connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 22.937 or any successor provision thereto.

FCC Matters. Notwithstanding any other provision of this Pledge Agreement: (A) Any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Pledged Collateral by CoBank shall shall, to the extent required, be pursuant to Section Sections 214 and 310(d) of the Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (B) If an Event of Default shall have occurred and be continuing, the Pledgor shall take any action, and shall cause the Borrower to take any action, which CoBank may reasonably request in order to transfer and assign to CoBank, or to such one or more third parties Pledge Agreement/Globe Telecommunications Loan No. ML0883T1 as CoBank may designate, or to a combination of the foregoing, each FCC license license, permit, certificate or permit other authorization owned by the Borrower. CoBank is empowered, to the extent permitted by applicable law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by CoBank to seek from the FCC an involuntary transfer of control of each such FCC license license, permit, certificate or permit other authorization for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, for any action or transactions contemplated by this Pledge Agreement, including, without limitation, the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC license or permit or transfer of control necessary or appropriate under the rules and regulations of the FCC or any state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Pledged Collateral, together with any FCC license license, permit, certificate or permitother authorization. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license license, permit, certificate or permit other authorization (subject to the prior approval of the FCC, if required) is integral to CoBank's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this Section 23 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank to seek and obtain specific performance of other obligations of the Pledgor contained in this Pledge Agreement, that the agreements contained in this Section 23 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.91722.937, or any successor provision thereto, CoBank shall notify the Pledgor and the FCC in writing at least ten (10) days prior to the date on which CoBank intends to exercise its rights, pursuant to this Pledge Agreement or any of the other Loan Documents, by foreclosing on, or otherwise disposing of, any Pledged Collateral in connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 22.937 or any successor provision thereto. [Signatures begin on next page.] Xxxxxx Xxxxxxxxx/Xxxxx Telecommunications Loan No. ML0883T1

FCC Matters. Notwithstanding any other provision of this Pledge Agreement:: Membership Interests Pledge Agreement/Shentel Converged Services, Inc. Loan No. ML0743 (A) Any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Pledged Collateral by CoBank shall Secured Party shall, to the extent required, be pursuant to Section 310(d) of the Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (B) If an a Event of Default shall have occurred and be continuing, the Pledgor shall take any action, and shall cause the Borrower Pledged Entities to take any action, which CoBank Secured Party may reasonably request in order to transfer and assign to CoBankSecured Party, or to such one or more third parties as CoBank Secured Party may designate, or to a combination of the foregoing, each FCC license or permit owned by the BorrowerPledgor. CoBank Secured Party is empowered, to the extent permitted by applicable lawApplicable Law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by CoBank Secured Party to seek from the FCC an involuntary transfer of control of each such FCC license or permit for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an a Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, for any action or transactions contemplated by this Pledge Agreement, including, without limitation, the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC license or permit or transfer of control necessary or appropriate under the rules and regulations of the FCC or any state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Pledged Collateral, together with any FCC license or permit. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license or permit is integral to CoBankSecured Party's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this Section 23 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank Secured Party to seek and obtain specific performance of other obligations of the Pledgor contained in this Pledge Agreement, that the agreements contained in this Section 23 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.91722.937, or any successor provision thereto, CoBank Secured Party shall notify the Pledgor and the FCC in writing at least ten (10) days prior to the date on which CoBank Secured Party intends to exercise its rights, pursuant to this Pledge Agreement or any of the other Loan Documents, by foreclosing on, or otherwise disposing of, any Pledged Collateral in connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 22.937 or any successor provision thereto.. Membership Interests Pledge Agreement/Shentel Converged Services, Inc. Loan No. ML0743