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, to the extent required, be pursuant to 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, permit, certificate or 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, permit, certificate or 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, permit, certificate or other authorization. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license, permit, certificate or 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 22.937, 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 22.937 or any successor provision thereto. [Signatures begin on next page.]

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 shall, to the extent required, Secured Party shall be pursuant to Sections 214 and 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, permit, certificate license or other authorization owned permit 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, permit, certificate license or other authorization 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, license or permit, certificate or other authorization. (C) The Pledgor Debtor acknowledges that the assignment or transfer of each FCC license, permit, certificate license or other authorization (subject to the prior approval of the FCC, if required) 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 22.93722.917, 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 22.937 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 ____ 1995. MERCURY CELLULAR TELEPHONE COMPANY By: ------------------------------------ Name: Robe▇▇ ▇▇▇▇▇ Title: President Attest: -------------------------------- Name: Thom▇▇ ▇. ▇▇▇▇▇▇▇ Title: Secretary [CORPORATE SEAL] Witnesses to all Signatures: --------------------------------- Witness --------------------------------- Witness --------------------------------- Notary Public My commission expires: ----------- [NOTARIAL SEAL] (Signatures begin Continued on next pageNext Page) (Signatures Continued from Previous Page) At Atlanta, Georgia on April ____ 1995.]

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 shall, to the extent required, Secured Party shall be pursuant to Sections 214 and 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, permit, certificate license or other authorization owned permit 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, permit, certificate license or other authorization 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, license or permit, certificate or other authorization. (C) The Pledgor Debtor acknowledges that the assignment or transfer of each FCC license, permit, certificate license or other authorization (subject to the prior approval of the FCC, if required) 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 22.93722.917, 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 22.937 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/ ROBE▇▇ ▇▇▇▇▇ -------------------- Name: Robe▇▇ ▇▇▇▇▇ Title: President Attest: /s/ THOM▇▇ ▇. ▇▇▇▇▇▇▇ ----------------------- Name: Thom▇▇ ▇. ▇▇▇▇▇▇▇ Title: Secretary [CORPORATE SEAL] Witnesses to all Signatures: /s/SHEI▇▇ ▇▇▇▇ ------------------ Witness /s/ CARO▇▇▇ ▇▇▇▇▇ ------------------ Witness [ILLEGIBLE] ------------------ Notary Public My commission expires: Lifetime Commission [NOTARIAL SEAL] (Signatures begin Continued on next page.Next Page) (Signatures Continued from Previous Page) At Atlanta, Georgia on April 26, 1995. COBANK, ACB By: /s/ MARY ▇▇▇ ▇▇▇▇▇▇▇ ------------------------- Name: Mary ▇▇▇ ▇▇▇▇▇▇▇ Title: Assistant Vice President Witnesses to Signature: [ILLEGIBLE] -------------------------- Witness [ILLEGIBLE] -------------------------- Witness /s/ SAND▇▇ ▇. ▇▇▇▇▇ -------------------------- 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, to the extent required, shall be pursuant to Sections 214 and 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, permit, certificate license or other authorization 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, permit, certificate license or other authorization 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, license or permit, certificate or other authorization. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license, permit, certificate license or other authorization (subject to the prior approval of the FCC, if required) 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 22.93722.917, 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 22.937 22.917 or any successor provision thereto. [Signatures begin THUS DONE AND SIGNED, in several counterparts at the places and on next page.]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/ WILL▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. -------------------------------- Name: Will▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. 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, to the extent required, be pursuant to 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, permit, certificate or 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, permit, certificate or 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, permit, certificate or other authorization. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license, permit, certificate or 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 22.937, 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 22.937 or any successor provision thereto. [Signatures begin on next page.]

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 Secured Party shall, to the extent required, be pursuant to Sections 214 and 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, permit, certificate license or other authorization 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, permit, certificate license or other authorization 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, license or permit, certificate or other authorization. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license, permit, certificate license or other authorization (subject to the prior approval of the FCC, if required) 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 22.937, 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 22.937 or any successor provision thereto. [Signatures begin on next page.]Membership Interests Pledge Agreement/Shentel Convergent Services, Inc. Loan No. ML0743

FCC Matters. Notwithstanding any other provision of this Pledge Agreement:Deed of (A) Any To the extent applicable thereto, 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 Trust Estate by CoBank shall, to the extent required, Trustee or the Beneficiary shall be pursuant to Sections 214 and 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 Grantor shall take any action, and shall cause action which the Borrower to take any action, which CoBank Trustee or the Beneficiary may reasonably request in order to transfer and assign to CoBankthe Trustee or the Beneficiary, or to such one or more third parties as CoBank the Trustee or the Beneficiary may designate, or to a combination of the foregoing, each FCC license, permit, certificate license or other authorization owned permit held by the BorrowerGrantor. CoBank is The Trustee and the Beneficiary are 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 Trustee or the Beneficiary to seek from the FCC an involuntary transfer of control of each such FCC license, permit, certificate license or other authorization permit for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor Grantor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor Grantor 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 Grantor 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 AgreementDeed of Trust, 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 CollateralTrust Estate, together with including, without limitation, any FCC license, license or permit, certificate or other authorization. (C) The Pledgor Grantor acknowledges that the assignment or transfer of each FCC license, permit, certificate license or other authorization (subject to the prior approval of the FCC, if required) permit is integral to CoBankthe Beneficiary's realization of the value of the Pledged CollateralTrust Estate, that there is no adequate remedy at law for failure by the Pledgor Grantor to comply with the provisions of this Section 23 6.10 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of CoBank the Trustee or the Beneficiary to seek and obtain specific performance of other obligations of the Pledgor Grantor contained in this Pledge AgreementDeed of Trust, that the agreements contained in this Section 23 6.10 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.93722.917, or any successor provision thereto, CoBank the Trustee or the Beneficiary shall notify the Pledgor Grantor and the FCC in writing at least ten (10) days prior to the date on which CoBank the Trustee or the Beneficiary intends to exercise its rights, pursuant to this Pledge Agreement Deed of Trust or any of other document or instrument relating to the other Loan DocumentsObligations, by foreclosing on, or otherwise disposing of, any Pledged Collateral part of the Trust Estate in connection with which such notice is required pursuant to 47 C.F.R. Section 22.937 22.917 or any successor provision thereto. [Signatures begin on next page.]

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 shall, to the extent required, Secured Party shall be pursuant to Sections 214 and 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, permit, certificate license or other authorization 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, permit, certificate license or other authorization 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, license or permit, certificate or other authorization. (C) The Pledgor Debtor acknowledges that the assignment or transfer of each FCC license, permit, certificate license or other authorization (subject to the prior approval of the FCC, if required) 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 22.93722.937(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 22.937 22.937(F) or any successor provision thereto. [Signatures begin 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 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 Secured Party shall, to the extent required, be pursuant to Sections 214 and 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, permit, certificate license or other authorization 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, permit, certificate license or other authorization 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, license or permit, certificate or other authorization. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license, permit, certificate license or other authorization (subject to the prior approval of the FCC, if required) 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 22.937, 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 22.937 or any successor provision thereto. [Signatures begin on next page.]Membership Interests Pledge Agreement/Shentel Converged 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, to the extent required, be pursuant to 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, permit, certificate or 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, permit, certificate or 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, permit, certificate or other authorization. (C) The Pledgor acknowledges that the assignment or transfer of each FCC license, permit, certificate or 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 22.937, 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 22.937 or any successor provision thereto. [Signatures begin on next page.]Pledge Agreement/Knology, Inc. Loan No. ML0883T1