RUS PROJECT DESIGNATION:

\[[RUS-Designation]{.mark}\]

MORTGAGE,

SECURITY AGREEMENT

AND

FINANCING STATEMENT

made by and between

\[[BORROWER'S NAME]{.mark}\]

\[[Street]{.mark}\]

\[[City, State Zip]{.mark}\]

as Mortgagor and Debtor,

and

UNITED STATES OF AMERICA

Rural Utilities Service

1400 Independence Ave.

Washington, D.C. 20250-1500,

as Mortgagee and secured party.

dated as of

\[[Date]{.mark}\]

**THIS INSTRUMENT GRANTS A SECURITY INTEREST IN A TRANSMITTING
UTILITY.**

**THE DEBTOR AS MORTGAGOR IS A TRANSMITTING UTILITY.**

**THIS INSTRUMENT CONTAINS PROVISIONS THAT COVER REAL AND PERSONAL
PROPERTY, AFTER-ACQUIRED PROPERTY, PROCEEDS, FUTURE ADVANCES AND FUTURE
OBLIGATIONS.**

**THIS INSTRUMENT WAS DRAFTED BY THE RURAL UTILITIES DIVISION, OFFICE OF
THE GENERAL COUNSEL, U.S. DEPARTMENT OF AGRICULTURE, WASHINGTON, D.C.
20250-1400.**

**MORTGAGOR'S ORGANIZATION NUMBER:** \[**[organizational
number]{.mark}**\]**.**

No. \_\_\_\_\_\_\_\_

> THIS MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT(hereinafter
> the \"Mortgage,\") dated as of \[[date]{.mark}\], made by and between
> \[**[BORROWER'S NAME]{.mark}**\] (hereinafter the \"Mortgagor,\") a
> \[[corporation or limited liability company]{.mark}\] existing under
> the laws of the State of \[[State]{.mark}\], as Mortgagor and Debtor,
> and the **UNITED STATES OF AMERICA** (hereinafter the \"Government,\")
> acting through the Administrator of the Rural Utilities Service
> (\"RUS\") (hereinafter the \"Mortgagee\" and secured party), with the
> Government also sometimes referred to as the Mortgagee.

\(1\) WHEREAS, the Mortgagor has determined at this time to borrow funds
from the Government pursuant to Title VI of the Rural Electrification
Act of 1936 (7 U.S.C. 901 et seq.) (hereinafter the \"Act,\") and
pursuant to the Broadband Loan Agreement identified in Schedule A, and
has accordingly duly authorized and executed, and delivered to the
Government, its mortgage note (identified in Schedule A and hereinafter
the \"First RUS Broadband Note\") to be secured by this Mortgage of the
property herein described;

second WHEREAS, it is contemplated that the First RUS Broadband Note
shall be hereby secured by this Mortgage, as may be additional funding
and notes, and/or renewal and substitute notes (hereinafter collectively
the \"Additional RUS Notes\") which may from time to time be executed
and delivered by the Mortgagor to the Government as herein provided,
(the First RUS Broadband Note and any Additional RUS Notes hereinafter
collectively the \"Notes;\")

third

WHEREAS, the Mortgagor now owns or leases facilities (hereinafter the
\"Existing Facilities\") identified in Schedule B;

WHEREAS, to the extent that any of the property described or referred to
in this Mortgage is governed by the provisions of the Uniform Commercial
Code of any State (hereinafter the \"UCC,\") the parties hereto desire
that this Mortgage be regarded as a \"security agreement\" under the
UCC; and

WHEREAS, all acts necessary to make this Mortgage a valid and binding
legal instrument for the security of the Notes and other obligations of
the Mortgagor have been in all respects duly authorized.

**GRANTING CLAUSE**

NOW, THEREFORE, THIS MORTGAGE WITNESSETH: That to secure the payment of
the principal, premium, if any, and interest on the First RUS Broadband
Note and all Notes issued hereunder according to their tenor and effect,
and to secure the performance of all provisions therein, herein, and in
the Broadband Loan Agreement, and in consideration of the covenants
herein contained and other good and valuable consideration, the
Mortgagor has mortgaged, pledged and granted a continuing security
interest in, and by these presents does hereby grant, bargain, sell,
alienate, remise, release, convey, assign, transfer, hypothecate,
pledge, set over and confirm, pledge, and grant a continuing security
interest and lien in, for the purposes hereinafter expressed, unto the
Mortgagee all property, assets, rights, privileges, licenses and
franchises of the Mortgagor of every kind and description, real,
personal or mixed, tangible and intangible, of the kind or nature
specifically mentioned herein or any other kind or nature now owned or
hereafter acquired or arising by the Mortgagor (by purchase,
consolidation, merger, donation, construction, erection or in any other
way) wherever located, including without limitation all and singular the
following (hereinafter the \"Mortgaged Property:\")

I

All right, title, and interest of the Mortgagor in and to the Existing
Facilities and buildings, plants, works, improvements, structures,
estates, grants, franchises, easements, rights, privileges and
properties real, personal and mixed, tangible or intangible, of every
kind or description, now owned or leased by the Mortgagor or which may
hereafter be owned or leased, constructed or acquired by the Mortgagor,
wherever located, and in and to all extensions and improvements thereof
and additions thereto, including but not limited to all buildings,
plants, works, structures, towers, antennas, improvements, fixtures,
apparatus, materials, supplies, machinery, tools, implements, poles,
posts, crossarms, conduits, ducts, lines, whether underground or
overhead or otherwise, wires, cables, exchanges, switches including,
without limitation, host switches and remote switches, desks,
testboards, frames, racks, motors, generators, batteries and other items
of central office equipment, pay stations, protectors, instruments,
connections and appliances, office furniture and equipment, work
equipment and any and all other property of every kind, nature and
description, used, useful or acquired for use by the Mortgagor in
connection therewith and including, without limitation, the following
property:

> \(a\) The Existing Facilities located in the Counties listed in
> Schedule B in the States identified in Schedule B;
>
> \(b\) The real estate described on Schedule B, and by this reference
> made a part hereof, as if fully set forth at length at this point;
>
> \(c\) If the real estate described in Schedule B is by reference to
> deeds, grantor(s), grantee, etc., then the description of each of the
> properties conveyed by and through such deeds is, by reference, made a
> part of Exhibit A as though fully set forth at length therein; and
>
> \(d\) The real estate described in Schedule B shall also include all
> plants, works, structures, erections, reservoirs, dams, buildings,
> fixtures, towers, antennas, and improvements now or hereafter located
> on such real estate, and all tenements, hereditaments and
> appurtenances now or hereafter belonging or in any way appertaining
> thereunto.

II

All right, title, and interest of the Mortgagor in, to, and under any
and all grants, privileges, rights of way and easements now owned, held,
leased, enjoyed or exercised, or which may hereafter be owned, held,
leased, acquired, enjoyed or exercised, by the Mortgagor for the
purposes of, or in connection with, the construction or operation by, or
on behalf of, the Mortgagor of its properties, facilities, systems or
businesses, whether underground, overhead, or otherwise, wherever
located;

III

All right, title, and interest of the Mortgagor in, to, and under any
and all licenses (including without limitation, those granted by the
FCC), franchises, ordinances, privileges and permits, including without
limitation, FCC permits, heretofore granted, issued or executed, or
which may hereafter be granted, issued or executed, to it or to its
assignors by the Government, or by any state, county, township,
municipality, village or other political subdivision thereof, or by any
agency, board, commission, or department of any of the foregoing,
authorizing the construction, acquisition, or operation of the
Mortgagor's properties, facilities, systems or businesses, insofar as
the same may by law be assigned, granted, bargained, sold, conveyed,
transferred, mortgaged, or pledged;

IV

All right, title, and interest of the Mortgagor in, to, and under all
personal property and fixtures of every kind and nature, including
without limitation all goods (such as inventory, equipment and any
accessions thereto,) instruments (such as promissory notes or chattel
paper, electronic or otherwise,) documents, accounts (such as deposit
accounts or trust accounts pursuant hereto or to a loan agreement,)
letter-of-credit rights, investment property (such as certificated and
uncertificated securities or security entitlements and accounts,)
software, general intangibles (such as payment intangibles,) supporting
obligations, contract rights or rights to the payment of money,
insurance claims, and proceeds (as such terms are presently and
hereafter defined in the UCC; provided, however, that the term
"instrument" shall be such term as defined in Article 9 of the UCC
rather than Article 3);

V

All right, title, and interest of the Mortgagor in, to, and under any
and all agreements, leases or contracts heretofore or hereafter executed
by and between the Mortgagor and any person, firm or corporation, or
other corporate entity relating to the Mortgaged Property (including
contracts for the lease, occupancy, or sale of the Mortgage Property, or
any portion thereof);

VI

All right, title, and interest of the Mortgagor in, to, and under any
and all books, records and correspondence relating to the Mortgage
Property, including, but not limited to, all records, ledgers, leases,
computer and automatic machinery software and programs, including
without limitation, programs, databases, disc or tape files and
automatic machinery print outs, runs and other electronically prepared
information indicating, summarizing, evidencing, or otherwise necessary
or helpful in the collection or realization on the Mortgage Property;

VII

Also, all right, title, and interest of the Mortgagor in, to, and under
all other property, real or personal, tangible or intangible, of every
kind, nature and description, and wherever situated, now or hereafter
owned or leased by the Mortgagor, it being the intention hereof that all
such property now owned or leased but not specifically described herein,
or acquired or held by the Mortgagor after the date hereof, shall be as
fully embraced within and subjected to the lien hereof as if the same
were now owned by the Mortgagor and were specifically described herein
to the extent only, however, that the subjection of such property to the
lien hereof shall not be contrary to law;

Together with all rents, income, revenues, proceeds, products, profits
and benefits at any time derived, received or had from any and all of
the above-described property of the Mortgagor;

Provided, however, that except as hereinafter provided in section 2.12
of Article II hereof, no automobiles, trucks, trailers, tractors or
other vehicles (including without limitation aircraft or ships, if any)
owned or used by the Mortgagor shall be included in the Mortgaged
Property.

TO HAVE AND TO HOLD all or in part the Mortgaged Property unto the
Mortgagee and its respective assigns forever, to secure equally and
ratably the payment of the principal and interest on the Notes,
according to their tenor and effect, without preference, priority or
distinction as to interest, principal (except as otherwise specifically
provided herein), lien, or otherwise, of any note over any other note by
reason of the priority in time of the execution, delivery or maturity
thereof or of the assignment or negotiation thereof, or otherwise, and
to secure the due performance of the covenants, agreements and
provisions herein and in the Broadband Loan Agreement contained, and for
the uses and purposes and upon the terms, conditions, provisos, and
agreements herein expressed and declared.

**ARTICLE I**

**ADDITIONAL NOTES**

**SECTION 1.1** **[Additional Notes]{.underline}**

> \(a\) The Mortgagor, when authorized by resolution(s) of its board of
> directors, members, or other relevant governing body, may from time to
> time execute and deliver to the Government one or more Additional RUS
> Notes: (1) to evidence loans made or guaranteed by the Government to
> the Mortgagor pursuant to the Act, or to evidence indebtedness of the
> Mortgagor incurred by the assumption by the Mortgagor of the
> indebtedness of a third party, or parties to the Government, created
> by a loan or loans theretofore made or guaranteed by the Government to
> such third party or parties pursuant to the Act; and/or (2) to refund
> any Note(s) at the time outstanding and secured hereby, or in renewal
> of, or in substitution for, any such outstanding Note(s).
>
> \(b\) Additional RUS Notes shall contain such provisions and shall be
> executed and delivered upon such terms and conditions as the board of
> directors, members, or other relevant governing body of the Mortgagor
> authorizing the execution and delivery thereof and the Government
> shall prescribe; provided, however, that the outstanding principal
> balances owing on the Notes shall not at any one time exceed the Debt
> Limit set forth in Schedule A, and no Note shall mature more than
> fifty (50) years after the date hereof. Additional RUS Notes, when and
> as executed and delivered, shall be secured by this Mortgage, equally
> and ratably with all other Notes at the time outstanding, without
> preference, priority, or distinction of any Note over any other Note
> by reason of the priority of the time of the execution, delivery or
> maturity thereof or of the assignment or negotiation thereof. As used
> in this Mortgage, the term \"directors\" includes trustees.

**SECTION 1.2** **[Supplemental Mortgage]{.underline}**

The Mortgagor, when authorized by resolution(s) of its board of
directors, members, or other relevant governing body, may from time to
time execute, acknowledge, deliver, record and file mortgages
supplemental to this Mortgage which thereafter shall form a part hereof,
for the purpose of formally confirming this Mortgage as security for the
Notes.

**ARTICLE II**

**PARTICULAR COVENANTS OF THE MORTGAGOR**

The Mortgagor covenants with the Mortgagee and the holders of Notes
secured hereby (hereinafter collectively the \"Noteholders\") as
follows:

**SECTION 2.1** **[Authority to Execute and Deliver Notes, Broadband
Loan Agreement and Mortgage; All Action Taken; Enforceable
Obligations]{.underline}**

The Mortgagor has all requisite corporate and legal power to enter into
and perform its obligations under the First RUS Broadband Note, the
Broadband Loan Agreement and this Mortgage and to execute and deliver
Additional Notes; and all official action on its part for the execution
and delivery of the First RUS Broadband Note, the Broadband Loan
Agreement and this Mortgage has been duly and effectively taken; and the
First RUS Broadband Note, the Broadband Loan Agreement and this Mortgage
are or, when executed and delivered, will be the valid and enforceable
obligations of the Mortgagor in accordance with their respective terms.

**SECTION 2.2** **[Warranty of Title]{.underline}**

\(a\) Except as disclosed in writing in the opinion of counsel, at the
time of execution and delivery of this instrument, the Mortgagor has
good and marketable title in fee simple to the Mortgaged Property, free
and clear of any deed of trust, mortgage, lien, charge or encumbrance
thereon or affecting the title thereto, except for the following
Permitted Encumbrances:

\(i\) as to the Mortgaged Property which is real property, the
restrictions, exceptions, reservations, conditions, limitations,
interests and other matters which are set forth or referred to in deeds
or other conveyance documents and each of which fits one or more of the
clauses of this definition; provided however, that such matters do not
in the aggregate materially detract from the value of the Mortgaged
Property taken as a whole and do not materially impair the use of such
property for the purposes for which it is held by the Mortgagor;

\(ii\) liens for taxes, assessments and other governmental charges which
are not delinquent;

\(iii\) liens for taxes, assessments and other governmental charges
already delinquent which are currently being contested in good faith by
appropriate proceedings; provided, the Mortgagor shall have set aside on
its books adequate reserves with respect thereto;

\(iv\) mechanics\', workmen\'s, repairmen\'s, materialmen\'s,
warehousemen\'s and carriers\' liens and other similar liens arising in
the ordinary course of business for charges which are not delinquent, or
which are being contested in good faith and have not proceeded to
judgment; provided, the Mortgagor shall have set aside on its books
adequate reserves with respect thereto;

\(v\) liens in respect of judgments or awards with respect to which the
Mortgagor shall in good faith currently be prosecuting an appeal or
proceedings for review and with respect to which the Mortgagor shall
have secured a stay of execution pending such appeal or proceedings for
review; provided, the Mortgagor shall have set aside on its books
adequate reserves with respect thereto;

\(vi\) easements and similar rights granted by the Mortgagor over, or in
respect of, any Mortgaged Property; provided that in the opinion of the
Mortgagor's board, members, or other relevant governing body or official
acceptable to RUS, such grant will not impair the usefulness of such
property in the conduct of the Mortgagor\'s business and will not be
prejudicial to the interests of the Mortgagee, and similar rights
granted by any predecessor in title of the Mortgagor;

\(vii\) easements, leases, reservations, or other rights of others in
any property of the Mortgagor for streets, roads, bridges, pipes, pipe
lines, railroads, electric transmission and distribution lines,
telegraph and telephone lines, the removal of oil, gas, coal or other
minerals and other similar purposes, flood rights, river control and
development rights, sewage and drainage rights, restrictions against
pollution and zoning laws and minor defects and irregularities in the
record of title; provided that the above do not materially affect the
marketability of title to such property and do not in the aggregate
materially impair the use of the Mortgaged Property taken as a whole for
the purposes for which it is held by the Mortgagor;

\(viii\) liens upon lands over which easements or rights of way are
acquired by the Mortgagor for any of the purposes specified in Clause
(vii) of this definition, securing indebtedness neither created,
assumed, nor guaranteed by the Mortgagor, nor on account of which it
customarily pays interest, which liens do not materially impair the use
of such easements or rights of way for the purposes for which they are
held by the Mortgagor;

\(ix\) leases existing at the date of this instrument affecting property
owned by the Mortgagor at said date which have been previously disclosed
to the Mortgagees in writing, and leases for a term of not more than two
years (including any extensions or renewals) affecting property acquired
by the Mortgagor after said date;

\(x\) terminable or short term leases or permits for occupancy, which
expressly grant to the Mortgagor the right to terminate at any time on
not more than six months\' notice and which occupancy does not interfere
with the operation of the business of the Mortgagor;

\(xi\) any lien or privilege vested in any lessor, licensor or permittor
for rent or other obligations or acts to be performed, the payment or
performance of which other obligations or acts is required under leases,
subleases, licenses or permits, so long as the payment of such rent or
the performance of such other obligations or acts is not delinquent;

\(xii\) liens or privileges of any employees of the Mortgagor for salary
or wages earned but not yet payable;

\(xiii\) the burdens of any law, governmental regulation, or permit
requiring the Mortgagor to maintain certain facilities or to perform
certain acts as a condition of the Mortgagor's occupancy of certain real
estate, or prohibiting the interference with any public lands or any
river or stream or navigable waters;

\(xiv\) any irregularities in or deficiencies of title to any
rights-of-way for pipe lines, telephone lines, telegraph lines, power
lines or appurtenances thereto, or other improvements thereon, and to
any real estate used or to be used primarily for right-of-way purposes;
provided that in the opinion of counsel for the Mortgagor: (1) the
Mortgagor shall have obtained from the apparent owner of the lands, or
estates therein covered by any such right-of-way, a sufficient right, by
the terms of the instrument granting such right-of-way, to the use
thereof for the construction, operation or maintenance of the lines,
appurtenances or improvements for which the same are used or to be used;
or (2) the Mortgagor has power under eminent domain, or similar
statutes, to remove such irregularities or deficiencies;

\(xv\) rights reserved to, or vested in, any municipal, governmental, or
other public authority to control or regulate any property of the
Mortgagor, or to use such property in any manner, which rights do not
materially impair the use of such property, for the purposes it is held
by the Mortgagor;

\(xvi\) any obligations or duties, affecting the property of the
Mortgagor, to any municipal, governmental, or other public authority
with respect to any franchise, grant, license or permit;

\(xvii\) any right which any municipal, governmental, or other public
authority may have by virtue of any franchise, license, contract or
statute (1) to purchase, (2) to designate a purchaser of, or (3) to
order the sale of, any property of the Mortgagor upon payment of cash or
reasonable compensation therefor; or to terminate any franchise, license
or other rights; or to regulate the property and business of the
Mortgagor; provided however, that nothing in this clause is intended to
waive any claim or rights that the Government may otherwise have under
federal laws;

\(xviii\) any lien required by law or government regulation as a
condition to the transaction of any business or the exercise of any
privilege or license, or to enable the Mortgagor to maintain
self-insurance or to participate in any fund established to cover any
insurance risks or in connection with workmen\'s compensation,
unemployment insurance, old age pensions or other social security, or to
share in the privileges or benefits required for companies participating
in such arrangements; provided however, that nothing in this clause is
intended to waive any claim or rights that the Government may otherwise
have under federal laws;

\(xix\) liens arising out of any defeased mortgage or indenture of the
Mortgagor;

\(xx\) the undivided interest of other owners, and liens on such
undivided interests, in property owned jointly with the Mortgagor, as
well as the rights of such owners to such property pursuant to the
ownership contracts; and

\(xxi\) this Mortgage.

(b) The Mortgagor warrants that it has good right and lawful authority
    to mortgage the Mortgaged Property for the purposes herein
    expressed.

(c) At the time of execution and delivery of this Mortgage, the
    Mortgagor lawfully owns and is possessed of the personal property
    described in the Granting Clauses herein, free and clear of any deed
    of trust, mortgage, lien, charge or encumbrance thereon or affecting
    the title thereto, except Permitted Encumbrances.

    **SECTION 2.3 [Maintain Superior Lien of Mortgage, After-Acquired
    Property, Further Assurances, Recording ]{.underline}**

    \(a\) The Mortgagor will, so long as any of the Notes shall be
    outstanding, maintain and preserve the lien of this Mortgage
    superior to all other liens affecting the Mortgaged Property, and
    will execute, file and/or record such financing statements,
    continuation statements, mortgages or other security instruments as
    necessary to maintain such superior lien and will forever warrant
    and defend the title to said property against any and all claims and
    demands whatsoever.

    \(b\) All property of every kind acquired by the Mortgagor after the
    date hereof, shall, immediately upon the acquisition thereof by the
    Mortgagor, and without any further mortgage, conveyance or
    assignment, become subject to the lien of this Mortgage.
    Nevertheless, the Mortgagor will do, execute, acknowledge and
    deliver any and all such further acts, conveyances, mortgages,
    security agreements, financing statements and assurances as the
    Mortgagee shall require for accomplishing the purposes of this
    Mortgage.

    \(c\) The Mortgagor will cause this Mortgage and all supplemental
    mortgages and other instruments of further assurance, including all
    financing statements covering security interests in personal
    property, to be promptly recorded, registered and filed, and will
    execute and file such financing statements and cause to be issued
    and filed such continuation statements, all in such manner and place
    as may be required by law, or requested by the Mortgagee, fully to
    preserve and protect the rights of the Mortgagee and Noteholders
    hereunder to the Mortgaged Property.

    **SECTION 2.4 [Negative Pledge]{.underline}**

    The Borrower shall not create, incur, or suffer any lien, mortgage,
    pledge, assignment, or other encumbrance on, or security interest
    in, the Mortgaged Property, other than the Permitted
    Encumbrances**.**

    **SECTION 2.5 [Payment of Taxes]{.underline}**

    The Mortgagor will promptly pay or discharge any and all obligations
    for which, or on account of which, any lien, claim, or charge
    against the Mortgagor's property might exist or could be created,
    and for any and all lawful taxes, rates, levies, or assessments
    imposed upon, or accruing upon, any of the Mortgagor\'s property
    (whether taxed to the Mortgagor or to any Noteholder,) franchises,
    earnings, or businesses, as and when the same shall become due and
    payable; and whenever called upon to do so, the Mortgagor will
    furnish to the Mortgagee or to any Noteholder adequate proof of such
    payment or discharge.

    **SECTION 2.6 [Payment of Notes and Secured
    Obligations]{.underline}**

    The Mortgagor will duly and punctually pay the principal and
    interest on the Notes, at the time, place, and manner provided
    therein, according to the true intent and meaning thereof, as well
    as all other sums becoming due hereunder.

    **SECTION 2.7 [Restrictions on Transfers of Property]{.underline}**

    Except as provided in Section 2.8 below, the Mortgagor shall not
    sell, lease or transfer any Mortgaged Property to any other person
    or entity (including any subsidiary or affiliate of the Mortgagor)
    without the prior written consent of the Mortgagee.

    **SECTION 2.8 [Disposal of Obsolete or Damaged Mortgaged
    Property]{.underline}**

    So long as the Mortgagor is not in default hereunder, the Mortgagor
    may, without obtaining the consent of the Mortgagee or Noteholders,
    sell or otherwise dispose of, free from the lien hereof, any of its
    property which is neither necessary to, nor useful for, the
    operation of the Mortgagor\'s business, or which has become
    obsolete, worn out, damaged, or otherwise unsuitable for the
    purposes of the Mortgagor; provided, however, that the Mortgagor
    shall to the extent necessary: (1) replace the same with other
    property of the same kind and nature, or substitute thereof, which
    shall be subject to the lien hereof, free and clear of all prior
    liens, and apply the proceeds derived from the sale or disposition
    of such property, which are not needed for the replacement thereof,
    to the payment of the indebtedness evidenced by the Notes; or (2)
    immediately upon the receipt of the proceeds of any sale or
    disposition of said property, apply the entire amount of such
    proceeds to the payment of the indebtedness evidenced by the Notes;
    or (3) deposit all or such part of the proceeds derived from the
    sale or disposition of said property as the Mortgagee shall specify
    in such bank accounts as designated by the Mortgagee, and shall use
    the same only for such additions to, or improvements in, the
    Mortgaged Property, on such terms and conditions as the Mortgagee
    shall specify.

    **SECTION 2.9 [Maintenance, Preservation, and Operation of Mortgaged
    Property]{.underline}**

    \(a\) At all times the Mortgagor will maintain and preserve the
    Mortgaged Property in good repair, working order and condition, and
    will, subject to contingencies beyond its reasonable control, keep
    its plant and properties in continuous operation, and from time to
    time make all needed and proper repairs, renewals, replacements,
    useful and proper alterations, additions, betterments and
    improvements, and use all reasonable diligence to furnish the
    subscribers served by it through the Mortgaged Property with
    adequate telecommunications and broadband telephone service.

    \(b\) If in the sole judgment of the Mortgagee, the Mortgaged
    Property is not being maintained and repaired in accordance with
    paragraph (a) of this section, the Mortgagee may send the Mortgagor
    a written report of needed improvements, upon receipt of which the
    Mortgagor will promptly undertake to accomplish such improvements.

    **SECTION 2.10** **[Mortgaged Property to be Purchased Free of
    Encumbrances]{.underline}**

    Except as specifically authorized in writing in advance by the
    Mortgagee, the Mortgagor will purchase all materials, equipment,
    supplies and replacements to be incorporated in, or used in
    connection with, the Mortgaged Property outright, and not subject to
    any conditional sales agreement, chattel mortgage, bailment lease,
    or other agreement reserving to the seller any right, title or lien.

    **SECTION 2.11 [Insurance Requirements; Application of Insurance
    Proceeds]{.underline}**

    \(a\) The Mortgagor shall take out and maintain insurance on the
    Mortgaged Property in accordance with 7 C.F.R. Part 1788.

    \(b\) Sums recovered under any policy or fidelity bond by the
    Mortgagor or any Noteholder for a loss of funds advanced under the
    Notes or for any loss under such policy or bond shall, unless
    applied as provided in 7 C.F.R. Part 1788, be used to finance
    construction of utility plant secured or to be secured by this
    Mortgage, or, unless otherwise directed by the Mortgagee, be applied
    to the prepayment of the outstanding Notes, and be applied to such
    Notes and installments thereof as may be designated by the
    respective Noteholders at the time of any such prepayment. At the
    request of the Mortgagee, the Mortgagor shall exercise such rights
    and remedies under such policy or fidelity bond as designated by the
    Mortgagee, and the Mortgagor hereby irrevocably appoints the
    Mortgagee as its agent to exercise such rights and remedies under
    such policy or bond as the Mortgagee may choose, and the Mortgagor
    shall pay all costs and reasonable expenses incurred by the
    Mortgagee in connection with such exercise.

    **SECTION 2.12 [When Mortgage Lien Attaches to Vehicles, Ships, Etc.
    ]{.underline}**

    In the event the Mortgagor has or suffers a deficit in Net Income or
    Net Margins, as such terms are defined in the Broadband Loan
    Agreement, during any fiscal year while any of the Notes are
    outstanding, the Mortgagor will at any time, upon written demand of
    the Mortgagee, make, execute, acknowledge and deliver or cause to be
    made, executed, acknowledged and delivered all such further and
    supplemental indentures of mortgages, security agreements, financing
    statements, instruments and conveyances, and take or cause to be
    taken all such further action, as may be requested by the Mortgagee,
    in order to attach to this Mortgage, as Mortgaged Property, and to
    subject to all the terms and conditions of this Mortgage, all right,
    title and interest of the Mortgagor in and to, all and singular, the
    automobiles, trucks, trailers, tractors, aircraft, ships, boats and
    other vehicles then owned by the Mortgagor, or which may thereafter
    be owned or acquired by the Mortgagor. From the time of such written
    demand of the Mortgagee, such vehicles shall be deemed to be part of
    the Mortgaged Property for all purposes hereof.

    **SECTION 2.13** **[Application of Proceeds from Eminent
    Domain]{.underline}**

    In the event the Mortgaged Property, or any part thereof, shall be
    taken under the power of eminent domain, all proceeds and avails
    therefrom, except to the extent that all Noteholders shall consent
    to other use, shall forthwith be applied by the Mortgagor: First, to
    the ratable payment of any indebtedness by this Mortgage secured
    other than principal or interest on the Notes; Second, to the
    ratable payment of interest which shall have accrued on the Notes
    and be unpaid; Third, to the ratable payment of, or on account of,
    the unpaid principal of the Notes and to such installments thereof
    as may be designated by the respective Noteholders at the time of
    any such payment, and Fourth, the balance shall be paid to whosoever
    shall be entitled thereto.

    **SECTION 2.14 [Compliance with Broadband Loan
    Agreement]{.underline}**

    The Mortgagor will well and truly observe and perform all applicable
    covenants, agreements, terms and conditions contained in the
    Broadband Loan Agreement.

    **SECTION 2.15** **[Government to be Noteholder]{.underline}**

    At all times when any Note is held by the Government, or in the
    event the Government shall assign an Additional RUS Note without
    having insured the payment of such Note, this Mortgage shall secure
    payment of such Note for the benefit of the Government or such
    uninsured holder thereof, as the case may be. Whenever any
    Additional RUS Note may be sold to an insured purchaser, it shall
    continue to be considered a \"Note\" as defined herein, but as to
    any such insured Note the Government, and not such insured
    purchaser, shall be considered, and shall have the rights of, the
    Noteholder for purposes of this Mortgage. Notice of the rights of
    the Government under the preceding sentence shall be set forth in
    all such insured Notes. As to any Note which evidences a loan made
    by a third party lender to the Mortgagor and guaranteed by the
    Government, acting through the Administrator, pursuant to the Act,
    the Government and not such third party lender shall be considered
    to be, and shall have the rights of the Noteholder for purposes of
    this Mortgage.

    **SECTION 2.16 [Mortgagee Right to Expend Money to Protect Mortgaged
    Property]{.underline}**

    If in any respect the Mortgagor fails to comply with the covenants
    and conditions herein contained regarding the procuring of
    insurance, the payment of taxes, assessments and other charges, the
    keeping of the Mortgaged Property in repair and free of liens and
    other claims, or to comply with any other covenant contained in this
    Mortgage or the Broadband Loan Agreement, the Mortgagee shall have
    the right, without prejudice to any other remedies arising by reason
    of such default: (1) to advance or expend moneys for the purpose of
    procuring such insurance, or for the payment of insurance premiums,
    taxes, assessments or other charges, (2) to save the Mortgaged
    Property from sale or forfeiture for any unpaid tax, assessment, or
    otherwise, (3) to redeem the same from any tax or other sale, (4) to
    purchase any tax title thereon, (5) to remove or purchase any
    mechanics' liens or other encumbrance thereon, (6) to make repairs
    thereon, (7) to comply with any other covenant herein contained, (8)
    to prosecute and defend any suit in relation to the Mortgaged
    Property, or (9) in any manner, to protect the Mortgaged Property
    and the title thereto; and all sums so advanced for any of the
    aforesaid purposes with interest thereon at the highest legal rate,
    but not in excess of twelve percent (12%) per annum, shall be deemed
    a charge upon the Mortgaged Property in the same manner as the Notes
    at the time outstanding are secured and shall be forthwith paid to
    the Mortgagee upon demand. It shall not be obligatory for the
    Mortgagee in making any such advances or expenditures to inquire
    into the validity of any such tax title, taxes, assessments, sales
    therefor, mechanics' liens, or other encumbrance thereof.

    **ARTICLE III**

    **REMEDIES OF THE MORTGAGEE AND NOTEHOLDERS**

    **SECTION 3.1 [Events of Default]{.underline}**:

    Each of the following shall be an \"Event of Default\" under this
    Mortgage:

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(a) [Representations and Warranties]{.underline}. Any representation or
    warranty made by the Mortgagor in the Loan Documents, as defined in
    the Broadband Loan Agreement, or any certificate furnished to RUS
    thereunder, or in the Application, as defined in the Broadband Loan
    Agreement, shall prove to have been incorrect in any material
    respect at the time made and shall at the time in question be untrue
    or incorrect in any material respect and remain uncured;

> \(b\) [Non-Payment]{.underline}. The nonpayment of any required and
> due installment of interest on, or principal of, any Note, whether by
> acceleration or otherwise, which continues for five (5) Business Days,
> as such term is defined in the Broadband Loan Agreement;
>
> \(c\) [Corrective Actions]{.underline}. Default by the Mortgagor in
> the observance or performance of Section 5.13 of the Broadband Loan
> Agreement;

\(d\) [Limited Liability Companies]{.underline}. Default by the
Mortgagor or its members in the observance or performance of Section 6.3
of the Broadband Loan Agreement;

> \(e\) [Other Covenants]{.underline}. Default by the Mortgagor in the
> observance or performance of any other covenant or agreement contained
> in any of the Loan Documents, which shall remain unremedied for thirty
> (30) calendar days, after written notice thereof had been given to the
> Mortgagor by RUS;
>
> \(f\) [Adverse Effects]{.underline}. The Mortgagor shall forfeit or
> otherwise be deprived of its charter, articles of organization,
> franchises, permits, easements, consents, or licenses required to
> carry on any material portion of its business, or the Mortgagor files
> for, or an event occurs, which can reasonably be expected to result in
> its dissolution or termination;
>
> \(g\) [Other Obligations]{.underline}. Default by the Mortgagor in the
> payment of any obligation, whether direct or contingent, for borrowed
> money in excess of ten thousand dollars (\$10,000.00) or in the
> performance or observance of the terms of any instrument pursuant to
> which such obligation was created or securing such obligation which
> default shall have resulted in such obligation becoming or being
> declared due and payable prior to the date on which it would otherwise
> be due and payable;
>
> \(h\) [Bankruptcy]{.underline}. A court having jurisdiction in the
> premises shall enter a decree or order for relief with respect to the
> Mortgagor in an involuntary case under any applicable bankruptcy,
> insolvency, or other similar law now or hereafter in effect: (1)
> appointing a receiver, liquidator, assignee, custodian, trustee,
> sequestrator, or similar official, or (2) ordering the winding up or
> liquidation of its affairs; or the Mortgagor shall commence a
> voluntary case under any applicable bankruptcy, insolvency or other
> similar law now or hereafter in effect, or under any such law, or
> consent to the appointment or taking possession by a receiver,
> liquidator, assignee, custodian or trustee, of a substantial part of
> its property, or make any general assignment for the benefit of
> creditors;
>
> \(i\) [Dissolution or Liquidation]{.underline}. Other than as provided
> in the immediately preceding subsection, the dissolution or
> liquidation of the Mortgagor, or the filing of such by the Mortgagor;
>
> \(j\) [Impaired Business]{.underline}. The failure by the Mortgagor to
> promptly forestall or remove any execution, garnishment or attachment
> of such consequence as shall impair its ability to continue its
> business or fulfill its obligations and such execution, garnishment or
> attachment shall not be vacated within thirty (30) days; and
>
> \(k\) [Payment of Final Judgment]{.underline}. A final judgment in an
> amount of ten thousand dollars (\$10,000.00) or more shall be entered
> against the Mortgagor and shall remain unsatisfied or without a stay
> in respect thereof for a period of thirty (30) days.

**SECTION 3.2 [Acceleration of Maturity; Annulment of
Acceleration]{.underline}**

\(a\) If any Event of Default has occurred and is continuing, the
Mortgagee and/or any other Noteholder may, by notice in writing to the
Mortgagor and delivery of a copy thereof to the other Noteholders, if
any, declare all unpaid principal and accrued interest on any or all of
their respective Notes to be due and payable immediately; and upon any
such declaration, all such unpaid principal and accrued interest shall
immediately become due and payable, notwithstanding anything contained
herein or in any Note to the contrary.

\(b\) If after the unpaid principal and accrued interest on any of the
Notes shall have been so declared to be due and payable, all payments in
respect of principal and interest which have become due and payable by
the terms of such Note(s) shall be paid to the respective Noteholders,
and all other defaults hereunder and under the Notes shall have been
made good or secured to the satisfaction of all of the Noteholders, the
Noteholder(s) which have declared the principal and interest on Notes
held by such Noteholder(s) to be due and payable may, by written notice
to the Mortgagor and delivery of a copy thereof to the other
Noteholders, annul such declaration or declarations and waive such
default(s) and consequences thereof, with such waiver not extending to
or affecting any subsequent default or impairing any right consequent
thereon.

**SECTION 3.3 [Remedies of Mortgagee]{.underline}**

If any Event of Default shall occur and continues, the Mortgagee as
agent of the other Noteholders, if any**,** personally or by attorney,
in its or their discretion, may, insofar as not prohibited by law:

\(a\) (i) take immediate possession of the Mortgaged Property, (ii)
collect and receive all credits, outstanding accounts, bills receivable,
rents, income, revenues and profits of the Mortgagor, pertaining to or
arising from the Mortgaged Property, or any part thereof**,** and issue
binding receipts therefor; and (iii) manage, control and operate the
Mortgaged Property as fully as the Mortgagor might do if in possession
thereof, including, without limitation, the making of all repairs or
replacements deemed necessary or advisable;

\(b\) Mortgagee, or any employee or agent of it, is hereby constituted
and appointed as true and lawful attorney-in-fact of the Mortgagor with
full power to (i) notify or require the Mortgagor to notify any and all
customers that the Mortgaged Property has been assigned to Mortgagee
and/or that Mortgagee has a security interest in the Mortgaged Property;
(ii) sign and endorse the name of the Mortgagor upon any notes, checks,
acceptances, drafts, money orders, or other instruments of payment
(including payments made under any policy of insurance) that may come
into possession of Mortgagee, or upon any invoice, freight or express
bill, bill of lading, storage or warehouse receipt, assignment
verification or notice in connection with receivables, all in full or
part payment of any amount owing to Mortgagee; (iii) send requests for
verifications of Mortgaged Property to customers or account debtors;
(iv) sell, assign, sue for, collect, or compromise payment of all or any
part of the Mortgaged Property in the name of the Mortgagor or in its
own name, or make any other disposition of Mortgaged Property, or any
part thereof, for cash, credit, or any combination thereof; and
Mortgagee may purchase all or any part of the Mortgaged Property at
public or, if permitted by law, private sale, and in lieu of actual
payment of such purchase price may set off the amount of such price
against amount owing to the Mortgagee; granting to Mortgagee, as the
attorney-in-fact of the Mortgagor, full power of substitution and full
power to do any and all things necessary to be done in and about the
premises fully and effectually as the Mortgagor might or could do but
for this appointment, and hereby ratifying all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
Neither Mortgagee, its employees, or agents shall be liable for any act,
omission, error of judgment, or mistake of fact or law in its capacity
as attorney-in-fact. This power of attorney is coupled with an interest
and shall be irrevocable during the term of this Mortgage so long as any
Notes shall remain outstanding;

\(c\) proceed to protect and enforce the rights of the Mortgagee and the
rights of the Noteholder(s) under this Mortgage by suits or actions in
equity or at law in any court of competent jurisdiction, whether for
specific performance of any covenant or any agreement contained herein,
for aid of execution of any power herein granted, for foreclosure
hereunder, for sale of the Mortgaged Property, or any part thereof, for
collection of debts hereby secured, or for enforcement of other
appropriate legal or equitable remedies as may be deemed most effectual
to protect and enforce the rights and remedies herein granted or
conferred; and in the event any such action or suit is instituted, the
Mortgagee or Noteholder(s) instituting such action or suit shall have
the right to have appointed a receiver of the Mortgaged Property and of
all rents, income, revenues, and profits pertaining thereto, or arising,
derived, received, or had therefrom, from the commencement of such suit
or action; and such receiver shall have all the usual powers and duties
of receivers, in like and similar cases, to the fullest extent permitted
by law; and if application shall be made for the appointment of a
receiver, the Mortgagor hereby expressly consents that the court to
which such application shall be made may make said appointment;

\(d\) sell or cause to be sold the Mortgaged Property, all or in part,
and all right, title, interest, claim, and demand of the Mortgagor
therein or thereto, at public auction in any county in which the
property to be sold is located, at such time, place, and manner as may
be specified in the notice of sale, containing a brief general
description of the property to be sold, giving a copy thereof to the
Mortgagor by mail at least fifteen (15) days prior to the date fixed for
such sale, and publishing the same once in each week for two successive
calendar weeks prior to the date of such sale in a newspaper of general
circulation published in said county, or if no such newspaper is
published in such county, in a newspaper of general circulation in such
county, the first such publication to be not less than fifteen (15) days
nor more than thirty (30) days prior to the date fixed for such sale.
Any sale made under this subparagraph may be adjourned from time to time
by announcement, at the time and place appointed for such sale or
adjourned sale(s); and without further notice or publication the sale
may be had at the time and place to which the same shall be adjourned;
provided, however, that in the event another or different notice of sale
or another or different manner of conducting the same shall be required
by law, the notice of sale shall be given or the sale shall be
conducted, as the case may be, in accordance with the applicable
provisions of law. The expenses incurred by the Mortgagee (including,
but not limited to, receiver's fees, attorneys' fees, cost of
advertisement, and agents' compensation) in the exercise of any of the
remedies provided in this Mortgage shall be secured by this Mortgage;

\(e\) Mortgagee shall have the right to enter and/or remain upon the
premises of the Mortgagor without any obligation to pay rent to the
Mortgagor or others, or any other place(s) where any of the Mortgaged
Property is located and kept and: (i) remove the Mortgaged Property
therefrom in order to maintain, collect, sell, and/or liquidate the
Mortgaged Property or, (ii) use such premises, together with materials,
supplies, books, and records of the Mortgagor, to maintain possession
and/or the condition of the Mortgaged Property, and to prepare the
Mortgaged Property for sale, liquidation, or collection. Mortgagee may
require the Mortgagor to assemble the Mortgaged Property and make it
available to Mortgagee at a place to be designated by Mortgagee;

\(f\) Mortgagee shall have the right, without prior notice to the
Mortgagor, to exercise rights of setoff, recoupment, or any counterclaim
and apply any and all amounts held or hereafter held by Mortgagee, owed
to the Mortgagor, or for the credit of the Mortgagor, against any and
all of the Notes. Mortgagee agrees to notify the Mortgagor promptly
after any such setoff or recoupment and the application thereof;
provided that the failure to give such notice shall not affect the
validity of such setoff, recoupment or application. Mortgagor waives all
rights of setoff, deduction, recoupment, or counterclaim; and/or

\(g\) Mortgagee shall have, in addition to any other rights and remedies
contained in this Mortgage, and in any other agreements, guarantees,
notes, mortgages, instruments, and documents heretofore, now, or at any
time or times hereafter executed by the Mortgagor and delivered to
Mortgagee, all of the rights and remedies of a secured party under the
UCC in force in the state identified in the first paragraph hereof as of
the date hereof, all of which rights and remedies shall be cumulative,
and nonexclusive.

**SECTION 3.4** **[Right to Purchase Mortgaged Property]{.underline}**

At any sale hereunder any Noteholder(s) shall have the right to bid for
and purchase the Mortgaged Property, or such part thereof as shall be
offered for sale, and any Noteholder(s) may, in lieu of actual payment
of the purchase price, set off against the purchase price the amount
owing to said Noteholder(s) secured hereunder and such set off amount
shall be credited as a payment on account of principal and interest on
the Note(s) held by such Noteholder(s).

**SECTION 3.5** **[Application of Proceeds from Remedial
Actions]{.underline}**

Any proceeds or funds arising from the exercise of any rights or the
enforcement of any remedies herein provided after the payment or
provision for the payment of any and all costs and expenses in
connection with the exercise of such rights or the enforcement of such
remedies shall be applied: First, to the payment of indebtedness hereby
secured other than the principal or interest on the Notes; Second, to
the ratable payment of interest which shall have accrued on the Notes
and which shall be unpaid; Third, to the ratable payment of, or on
account of, the unpaid principal of the Notes, and the balance, if any,
shall be paid to whomsoever shall be entitled thereto.

**SECTION 3.6 [Notice of Default]{.underline}**

The Mortgagor covenants that it will give immediate written notice to
the Mortgagee and to all Noteholders of the occurrence of an Event of
Default, or in the event that any right or remedy described in Sections
3.2, 3.3, 3.4, or 3.5 of this Article III is exercised or enforced, or
of any action taken to exercise or enforce any such right or remedy.

**SECTION 3.7** **[Remedies Cumulative, No Election]{.underline}**

Every right or remedy herein conferred upon or reserved to the Mortgagee
or to the Noteholders shall be cumulative and shall be in addition to
every other right and remedy given hereunder or now or hereafter
existing at law, in equity, or by statute. The pursuit of any right or
remedy shall not be construed as an election.

**SECTION 3.8** **[Waiver of Appraisement Rights, Marshaling of Assets
Not Required]{.underline}**

The Mortgagor, for itself and all who may claim through or under it,
covenants that it will not at any time insist upon or plead, or in any
manner whatsoever, claim or take the benefit or advantage of, any
appraisement, valuation, stay, extension or redemption laws now or
hereafter in force in any locality where any of the Mortgaged Property
may be situated, in order to prevent, delay or hinder the enforcement or
foreclosure of this Mortgage, or the absolute sale of the Mortgaged
Property, or any part thereof, or the final and absolute putting into
possession thereof, immediately after such sale, of the purchaser(s)
thereat, and the Mortgagor, for itself and all who may claim through or
under it, hereby waives the benefit of all such laws, unless such waiver
shall be forbidden by law. Under no circumstance shall there be any
marshaling of assets upon any foreclosure or other enforcement of this
Mortgage.

**SECTION 3.9 [Federal Communications Commission Matters]{.underline}**

Notwithstanding any other provision of this Mortgage, the following
provisions shall be applicable in the event that the Mortgaged Property
includes (to the extent such property can be included under the
applicable law) licenses, permits, or similar rights granted by the
Federal Communications Commission (hereinafter referred to as the
\"FCC\") to the Mortgagor (such licenses, permits or similar rights
hereinafter referred to as \"FCC Licenses\"):

\(a\) Any loss, revocation, foreclosure on, sale, transfer, or other
disposition of FCC Licenses by the Mortgagee shall be pursuant to
Section 310(d) of the Communications Act of 1934, as amended, and
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
Mortgagor shall take any action which the Mortgagee may request in order
to transfer and assign to the Mortgagee, or to such one or more third
parties as the Mortgagee may designate, or to a combination of the
foregoing, each FCC License held by the Mortgagor. The Mortgagee 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 the Mortgagee to seek from the FCC an
involuntary transfer of control of each such FCC License for the purpose
of seeking a bona fide purchaser to whom control will ultimately be
transferred. The Mortgagor hereby agrees to authorize such an
involuntary transfer of control upon the request of the receiver so
appointed and, if the Mortgagor 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 Mortgagor shall
further use its best efforts to assist in obtaining approval of the FCC
and any state regulatory bodies, if required, for any action
contemplated by this Mortgage, 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
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
Mortgaged Property, including, without limitation any FCC License.

\(c\) The Mortgagor acknowledges that the assignment, transfer, loss, or
revocation of any FCC License is integral to the Mortgagee's realization
of the value of the Mortgaged Property, that there is no adequate remedy
at law for failure by the Mortgagor to comply with the provisions of
this Section and that such failure would not be adequately compensable
in damages, and therefore agrees, without limiting the rights of the
Mortgagee to seek and obtain specific performance of other obligations
of the Mortgagor contained in this Mortgage, that the agreements
contained in this Section may be specifically enforced.

\(d\) In accordance with the requirements of 47 C.F.R. Section 22.937,
or any successor provision thereto, the Mortgagee shall notify the
Mortgagor and the FCC in writing at least ten (10) days prior to the
date on which the Mortgagee intends to exercise its rights under this
Mortgage or any other document or instrument relating to the Notes, by
foreclosing on, or otherwise disposing of any Mortgaged Property in
connection with which such notice is required pursuant to 47 C.F.R.
Section 22.937 or any successor provision thereto.

**ARTICLE IV**

**POSSESSION UNTIL DEFAULT-DEFEASANCE CLAUSE**

**SECTION 4.1** **[Possession until Default]{.underline}**

Until one or more of the Events of Default has happened, the Mortgagor
shall be suffered and permitted to retain actual possession of the
Mortgaged Property, and to manage, operate and use the same and any part
thereof, with the rights and franchises appertaining thereto, and to
collect, receive, take, use and enjoy the rents, revenues, issues,
earnings, income, products and profits thereof or therefrom, subject to
the provisions of this Mortgage**.**

**SECTION 4.2** **[Defeasance]{.underline}**

If the Mortgagor shall pay or cause to be paid the whole amount of the
principal and interest on the Notes at the time and manner therein
provided, according to the true intent and meaning thereof, and shall
also pay or cause to be paid all other sums payable hereunder by the
Mortgagor and shall well and truly keep and perform according to the
true intent and meaning of this Mortgage, all covenants herein required
to be kept and performed by it, then and in that case, all property,
rights and interests hereby conveyed or assigned or pledged shall revert
to the Mortgagor, and the estate, right, title and interest of the
Mortgagee and the Noteholders shall thereupon cease, determine, and
become void and the Mortgagee and the Noteholders, in such case, on
written demand of the Mortgagor but at the Mortgagor\'s cost and
expense, shall enter satisfaction of this Mortgage upon the record. In
any event, each Noteholder, upon payment in full to him by the Mortgagor
of all principal and interest on any Note held by him, and the payment
and discharge by the Mortgagor of all charges due such Noteholder
hereunder, shall execute and deliver to the Mortgagor such instrument of
satisfaction, discharge or release as shall be required by law in the
circumstances.

**ARTICLE V**

**MISCELLANEOUS**

**SECTION 5.1 [Mortgage to Bind and Benefit Successors and
Assigns]{.underline}**

All of the covenants, stipulations, promises, undertakings and
agreements herein contained by or on behalf of the Mortgagor shall bind
its successors and assigns, whether so specified or not, and all titles,
rights and remedies hereby granted to or conferred upon the Mortgagee
shall pass to and inure to the benefit of the successors and assigns of
the Mortgagee and shall be deemed to be granted or conferred for the
ratable benefit and security of all who shall from time to time be the
holders of Notes executed and delivered as herein provided.

**SECTION 5.2 [Headings]{.underline}**

The descriptive headings of the various articles of this Mortgage were
formulated and inserted for convenience only and shall not be deemed to
affect the meaning or construction of any of the provisions hereof.

**SECTION 5.3 [Notices]{.underline}**

All demands, notices, reports, approvals, designations, or directions
required or permitted to be given hereunder shall given or made in
writing (including, without limitation, by telecopy) and delivered to
the intended recipient at the "Address for Notices" specified in
Schedule A; or, as to any party, at such other address as shall be
designated by such party in a notice to each other party. All such
communications shall be deemed to have been duly given when transmitted
by telecopier or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as provided for
herein. The Addresses for Notice of the respective parties are set forth
in Schedule "A."

**SECTION 5.4** **[Mortgage Deemed Security Agreement]{.underline}**

To the extent that any of the property described or referred to in this
Mortgage is governed by the provisions of the UCC, this Mortgage is
hereby deemed a \"security agreement\" under the UCC. The mailing
address of the Mortgagor, as debtor, and of the Mortgagee as secured
party, are as set forth in Schedule \"A.\"

**SECTION 5.5 [Mortgagee Right to File Financing
Statements]{.underline}**

Mortgagee shall have the right to file such financing statements and
continuation statements on behalf of itself, as secured party, and
Mortgagor, as Debtor, as Mortgagee deems necessary to perfect a first
lien on the Mortgaged Property and to maintain and preserve such
perfected first lien as long as any Note remains outstanding. Mortgagor
shall reimburse the Mortgagee for any expenses incurred in the exercise
of this right**.**

**SECTION 5.6 [Severability Cause]{.underline}**

If any provision of this Mortgage shall for any reason be found or held
invalid or unenforceable by any governmental agency or court of
competent jurisdiction, such invalidity or unenforceability shall not
affect the validity, legality, and enforceability of the remainder of
such provision nor any other provision thereof and this Mortgage shall
survive and be construed as if such invalid or unenforceable provision
had not been contained therein. Any invalidity or unenforceability as to
any Mortgagee hereunder shall note affect or impair the rights hereunder
of any other Mortgagee.

**SECTION 5.7** [**Indemnification by Mortgagor of
Mortgagee**]{.underline}

The Mortgagor agrees to indemnify the Mortgagee against any liability or
damages which it may incur or sustain in the exercise and performance of
its rightful powers and duties hereunder. For such reimbursement and
indemnity, the Mortgagee shall be secured under this Mortgage in the
same manner as the Notes and all such reimbursements for expense or
damage shall be paid to the Mortgagee incurring or suffering the same
with interest at the rate specified in Section 2.16 hereof. The
Mortgagor\'s obligation to indemnify the Mortgagee under this section
shall survive the satisfaction of the Notes, the reconveyance or
foreclosure of this Mortgage, the acceptance of a deed in lieu of
foreclosure, or any transfer or abandonment of the Mortgaged Property.

IN WITNESS WHEREOF, \[[BORROWER'S NAME]{.mark}\]**,** as Mortgagor, has
caused this Mortgage to be signed in its name and its seal, if any, to
be hereunto affixed and attested by its duly authorized manager
thereunto, and UNITED STATES OF AMERICA, as Mortgagee and secured party,
has caused this Mortgage to be duly executed in its behalf, all as of
the day and year first above written.

\[[BORROWER'S NAME]{.mark}\]

by \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name:

Title:

(Seal)

Attested to by:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Secretary

Executed by the Mortgagor

in the presence of:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name:

THE UNITED STATES OF AMERICA

by \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

as \[[position]{.mark}\] of the Rural Utilities Service

Executed by United States of America, Mortgagee,

in the presence of:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name:

DISTRICT OF COLUMBIA ) SS

This instrument was acknowledged before me on
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ ,
20\_\_\_\_, by
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,
Administrator of the Rural Utilities Service of the United States of
America.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Notary Public

(Notarial Seal)

My commission expires:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

STATE OF )

) SS

COUNTY OF )

I certify that on this \_\_\_\_ day of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 2\_\_\_\_, the foregoing instrument
was acknowledged before me,
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, a Notary Public
in and for the above-named County and State, and that
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
, to me personally known and the person whose name is signed to the
foregoing instrument, did personally appear before me, who being duly
sworn and deposed according to law, did make proof to my satisfaction
and say that he/she was, at the time of execution thereof, the
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \[Position\] of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,
a \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \[State\] \[[corporation,
cooperative, or limited liability company]{.mark}\], that he/she knows
the corporate seal of said entity, if one exists, and that the foregoing
instrument, whose contents are known to him/her, was signed, sealed, and
delivered on behalf of said entity by authority and/or Resolution of its
\[[board of directors, manager, or members]{.mark}\], and furthermore
acknowledged the instrument to be his/her free and voluntary act and
deed, as well as that of the entity, for the purposes and uses therein
set forth.

IN WITNESS WHEREOF, sworn and subscribed before me, I have hereunto set
my hand and official seal.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Notary Public

(Notarial Seal)

My Commission expires:

STATE OF \[[GEORGIA, LOUISIANA, SOUTH CAROLINA, or WISCONSIN]{.mark} )

) SS

COUNTY OF )

I certify that on this \_\_\_\_ day of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 2\_\_\_\_, the foregoing instrument
was acknowledged before me,
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, a Notary Public
in and for said County and State, by
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\[(Secretary/Subscribing Witness\], and that
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ , to me
personally known, did personally appear before me and execute the
foregoing instrument in my presence and in the presence of the
subscribing witness above, who being duly sworn and deposed according to
law, did make proof to my satisfaction and say that he/she is at the
time of execution hereof the \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \[Position\]
of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,
a \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \[State\] \[[corporation,
cooperative, or limited liability company]{.mark}\], that he/she knows
the corporate seal of said entity, if one exists, and that the foregoing
instrument, whose contents are known to him/her, was signed, sealed, and
delivered on behalf of said entity by authority and/or Resolution of its
\[[board of directors, manager, or members]{.mark}\], and furthermore
acknowledged the instrument to be his/her free and voluntary act and
deed, as well as that of the entity, for the purposes and uses therein
set forth.

IN WITNESS WHEREOF, sworn and subscribed before me, I have hereunto set
my hand and official seal.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Notary Public

(Notarial Seal)

My Commission expires:

STATE OF NEW YORK )

) SS

COUNTY OF )

I, \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, a Notary
Public in and for said County and State certify that on this \_\_\_\_
day of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 2\_\_\_\_, the foregoing
instrument, acknowledged before me, by
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, to me
personally known or properly identified, did personally appear before me
and execute the foregoing instrument in my presence and in the presence
of the subscribing witnesses listed on the signature page hereto, who
reside at
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,
and being duly sworn and deposed according to law, did make proof to my
satisfaction and say: that he/she is at the time of execution hereof the
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \[[Position]{.mark}\] of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, a New York \[[corporation,
cooperative, or limited liability company]{.mark}\]; that he/she knows
the corporate seal of said entity, if one exists; that the foregoing
instrument, whose contents are known to him/her, was signed, sealed (if
one exists), and delivered before me on behalf of said entity by
authority and/or Resolution of its \[[board of directors, manager, or
members]{.mark}\]; and furthermore that the instrument was his/her free
and voluntary act and deed, as well as that of the entity's, for the
purposes and uses therein set forth.

IN WITNESS WHEREOF, sworn and subscribed before me, I have hereunto set
my hand and official seal.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Notary Public

(Notarial Seal)

My Commission expires:

**SCHEDULE A**

1\. The \"Broadband Loan Agreement\" is the Broadband Loan Agreement,
dated the same date as this Mortgage between the Mortgagor and the
Government.

2\. \"First Broadband Note\" made by the Mortgagor to the Government,
dated the same date as this Mortgage:

RUS Designation:

Stated Principal Amount:

Interest Rate:

Maturity Date:

3\. The \"Debt Limit\" referred to in section 1.1 is

4\. The following addresses are for purposes of Sections 5.3 and 5.4:

Mortgagee: **Rural Utilities Service**

**United States Department of Agriculture**

**1400 Independence Avenue, S.W.**

**Washington, D.C.20250-1500**

**Attention: Administrator**

**Fax: (202) 720-1725**

With a copy to: **Rural Utilities Service**

**United States Department of Agriculture**

**1400 Independence Avenue, S.W.**

**Stop 1599, Room No. 2844**

**Washington, D.C. 20250-1599**

**Attention: Kenneth Kuchno**

**Fax: (202) 690-4389**

Mortgagor:

With a copy to:

**SCHEDULE B**

1\. The \"Existing Facilities\" referred to in Granting Clause I are
located in the \[[COUNTY OR COUNTIES]{.mark}\] of \[[LIST COUNTY OR
COUNTIES]{.mark}\] in the State of \[[STATE]{.mark}\].

2\. The real estate mortgaged and pledged hereunder includes the
following:

**\[[INSERT PROPERTY SCHEDULE]{.mark}\]**