Common use of Pledge Provisions Clause in Contracts

Pledge Provisions. (A) The Pledgor assents to all terms and agreements heretofore or hereafter made by the Borrowers, any of their subsidiaries or any guarantor of the Borrowers with CoBank; (B) The Pledgor consents to the following and agrees that its liability will not be affected or impaired by (i) the exchange, release or surrender of any collateral to the Borrowers or any other person, including any guarantor, pledgor or grantor, or the waiver, release or subordination of any security interest, in whole or in part; (ii) the waiver or delay in the exercise of any of CoBank's rights or remedies against the Borrowers or any other person, including any guarantor; (iii) the release of the Borrowers or any other person, including any person guaranteeing any portion of the Secured Obligations; (iv) the renewal, extension or modification of the terms of any of the Secured Obligations or any instrument or agreement evidencing the same; (C) The Pledgor waives acceptance hereof, notice of acceptance hereof, and notice of acceleration of and intention to accelerate the Secured Obligations, and waives presentment, demand, protest, notice of dishonor, notice of default, notice of nonpayment or protest in relation to any instrument evidencing any of the Secured Obligations, and any other demands and notices required by law except as such waiver may be expressly prohibited by law; (D) The liability of the Pledgor under this Pledge Agreement shall be absolute, unconditional, direct, complete and immediate and shall not be contingent upon the pursuit of any remedies against the Borrowers or any guarantor or person, nor against any security or lien available to CoBank, its successors, successors-in-title, endorsees or assigns. The Pledgor waives any right to require that an action be brought against the Borrowers or any other person or to require that resort be had to any security. In the event of a default under the Loan Documents, or any of them, CoBank shall have the right to enforce its rights, powers and remedies under any of the Loan Documents, in any order, and all rights, powers and remedies available to CoBank in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. Accordingly, the Pledgor hereby authorizes and empowers CoBank upon acceleration of the maturity of the Note or any other Secured Obligation, at its sole discretion, and without notice to the Pledgor, to exercise any right or remedy which CoBank may have or any right or remedy granted hereunder which CoBank may have as to any security. The Pledgor expressly waives any right to require any action on the part of CoBank to proceed to collect amounts due under the Note or any other Secured Obligation; (E) Until the Secured Obligations are paid in full, the Pledgor hereby subordinates any and all indebtedness of any Borrower now or hereafter owed to the Pledgor to all obligations of the Borrowers to CoBank, and agrees with CoBank that, from and after the occurrence of a default or event of default under any of the Loan Documents and for so long as such default or event of default exists, the Pledgor shall not Pledge Agreement/Knology, Inc. Loan No. ML0883T1 demand or accept any payment of principal or interest from the Borrowers shall not claim any offset or other reduction of the Pledgor's liability hereunder because of any such indebtedness and shall not take any action to obtain any of the security for the Secured Obligations; provided, however, -------- ------- that, if CoBank so requests, such indebtedness shall be collected, enforced and received by the Pledgor as trustee for CoBank and be paid over to CoBank on account of the Secured Obligations of the Borrowers to CoBank, but without reducing or affecting in any manner the liability of the Pledgor under the other provisions of this Pledge Agreement; (F) The Pledgor hereby authorizes CoBank, without notice to the Pledgor, to apply all payments and credits received from the Borrowers or from any guarantor or realized from any security in such manner and in such priority as CoBank in its sole judgment shall see fit to the Secured Obligations which are the subject of this Pledge Agreement; (G) The liability of the Pledgor under this Pledge Agreement shall not in any manner be affected by reason of any action taken or not taken by CoBank, which action or inaction is consented and agreed to by the Pledgor, nor by the partial or complete unenforceability or invalidity of any guaranty or surety agreement, pledge, assignment, or other security for any of the Secured Obligations. No delay in making demand on the Pledgor for satisfaction of its liability hereunder shall prejudice CoBank's right to enforce such satisfaction. All of CoBank's rights and remedies shall be cumulative and any failure of CoBank to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time, and from time to time, thereafter; and (H) Until the Secured Obligations are paid finally and in full, or this Pledge Agreement is released as provided herein, the Pledgor hereby irrevocably waives any and all rights it may have to enforce any of CoBank's rights or remedies or participate in any security now or hereafter held by CoBank, and any and all such other rights of subrogation, reimbursement, contribution or indemnification against the Borrowers or any other person having any manner of liability for the Borrowers' obligations to CoBank, whether or not arising hereunder, by agreement, at law or in equity. [Signatures begin on next page.] Pledge Agreement/Knology, Inc. Loan No. ML0883T1

Pledge Provisions. (A) The Pledgor assents to all terms and agreements heretofore or hereafter made by the Borrowers, any of their subsidiaries or any guarantor of the Borrowers with CoBank; (B) The Pledgor consents to the following and agrees that its liability will not be affected or impaired by (i) the exchange, release or surrender of any collateral to the Borrowers or any other person, including any guarantor, pledgor or grantor, or the waiver, release or subordination of any security interest, in whole or in part; (ii) the waiver or delay in the exercise of any of CoBank's rights or remedies against the Borrowers or any other person, including any guarantor; (iii) the release of the Borrowers or any other person, including any person guaranteeing any portion of the Secured Obligations; (iv) the renewal, extension or modification of the terms of any of the Secured Obligations or any instrument or agreement evidencing the same; (C) The Pledgor waives acceptance hereof, notice of acceptance hereof, and notice of acceleration of and intention to accelerate the Secured Obligations, and waives presentment, demand, protest, notice of dishonor, notice of default, notice of nonpayment or protest in relation to any instrument evidencing any of the Secured Obligations, and any other demands and notices required by law except as such waiver may be expressly prohibited by law; (D) The liability of the Pledgor under this Pledge Agreement shall be absolute, unconditional, direct, complete and immediate and shall not be contingent upon the pursuit of any remedies against the Borrowers or any guarantor or person, nor against any security or lien available to CoBank, its successors, successors-in-title, endorsees or assigns. The Pledgor waives any right to require that an action be brought against the Borrowers or any other person or to require that resort be had to any security. In the event of a default under the Loan Documents, or any of them, CoBank shall have the right to enforce its rights, powers and remedies under any of the Loan Documents, in any order, and all rights, powers and remedies available to CoBank in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. Accordingly, the Pledgor hereby authorizes and empowers CoBank upon acceleration of the maturity of the Note or any other Secured Obligation, at its sole discretion, and without notice to the Pledgor, to exercise any right or remedy which CoBank may have or any right or remedy granted hereunder which CoBank may have as to any security. The Pledgor expressly waives any right to require any action on the part of CoBank to proceed to collect amounts due under the Note or any other Secured Obligation; (E) Until the Secured Obligations are paid in full, the Pledgor hereby subordinates any and all indebtedness of any Borrower now or hereafter owed to the Pledgor to all obligations of the Borrowers to CoBank, and agrees with CoBank that, from and after the occurrence of a default or event of default under any of the Loan Documents and for so long as such default or event of default exists, the Pledgor shall not Pledge Agreement/Knology, Inc. Loan No. ML0883T1 demand or accept any payment of principal or interest from the Borrowers shall not claim any offset or other reduction of the Pledgor's liability hereunder because of any such indebtedness and shall not take any action to obtain any of the security for the Secured Obligations; provided, however, -------- ------- that, if CoBank so requests, such indebtedness shall be collected, enforced and received by the Pledgor as trustee for CoBank and be paid over to CoBank on account of the Secured Obligations of the Borrowers to CoBank, but without reducing or affecting in any manner the liability of the Pledgor under the other provisions of this Pledge Agreement; (F) The Pledgor hereby authorizes CoBank, without notice to the Pledgor, to apply all payments and credits received from the Borrowers or from any guarantor or realized from any security in such manner and in such priority as CoBank in its sole judgment shall see fit to the Secured Obligations which are the subject of this Pledge Agreement; (G) The liability of the Pledgor under this Pledge Agreement shall not in any manner be affected by reason of any action taken or not taken by CoBank, which action or inaction is consented and agreed to by the Pledgor, nor by the partial or complete unenforceability or invalidity of any guaranty or surety agreement, pledge, assignment, or other security for any of the Secured Obligations. No delay in making demand on the Pledgor for satisfaction of its liability hereunder shall prejudice CoBank's right to enforce such satisfaction. All of CoBank's rights and remedies shall be cumulative and any failure of CoBank to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time, and from time to time, thereafter; and (H) Until the Secured Obligations are paid finally and in full, or this Pledge Agreement is released as provided herein, the Pledgor hereby irrevocably waives any and all rights it may have to enforce any of CoBank's rights or remedies or participate in any security now or hereafter held by CoBank, and any and all such other rights of subrogation, reimbursement, contribution or indemnification against the Borrowers or any other person having any manner of liability for the Borrowers' obligations to CoBank, whether or not arising hereunder, by agreement, at law or in equity. [Signatures begin on next page.] Pledge Agreement/Knology, Inc. Loan No. ML0883T1]