EFFECT AS IF THIS
AGREEMENT HAD NOT BEEN MADE; PROVIDED, HOWEVER, THAT NO GRANTOR WILL SELL OR
OTHERWISE DISPOSE OF, GRANT ANY OPTION WITH RESPECT TO, OR MORTGAGE, PLEDGE,
GRANT ANY LIEN WITH RESPECT TO OR OTHERWISE ENCUMBER ANY OF THE COLLATERAL OR
ANY INTEREST THEREIN, EXCEPT FOR THE SECURITY INTEREST CREATED IN FAVOR OF
COBANK HEREUNDER AND EXCEPT AS MAY BE OTHERWISE EXPRESSLY PERMITTED IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR THE LOAN AGREEMENT (INCLUDING ANY
APPLICABLE PROVISIONS THEREIN REGARDING DELIVERY OF PROCEEDS OF SALE OR
DISPOSITION TO COBANK) OR AS REQUIRED BY APPLICABLE LAW.
14
Amended and Restated Pledge and Security Agreement/New Ulm Telecom, Inc.
Loan No. RX0583
4.2
CHANGE OF NAME, ETC. NO GRANTOR WILL (A) CHANGE ITS NAME,
IDENTITY, CORPORATE STRUCTURE OR TYPE OF LEGAL ENTITY, (B) CHANGE ITS MAILING
ADDRESS, (C) CHANGE ITS CHIEF EXECUTIVE OFFICE, OR (D) CHANGE THE JURISDICTION
OF ITS INCORPORATION OR ORGANIZATION (WHETHER BY MERGER OR OTHERWISE), IN EACH
CASE, FROM THAT LISTED IN ANNEX C, UNLESS, IN EACH CASE, (I) SUCH CHANGE IS NOT
PROHIBITED BY THE LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENTS, (II) SUCH GRANTOR
HAS GIVEN 30 DAYS' PRIOR WRITTEN NOTICE TO COBANK OF ITS INTENTION TO DO SO,
TOGETHER WITH SUCH INFORMATION IN CONNECTION WITH SUCH PROPOSED ACTION AS COBANK
THEREAFTER MAY REASONABLY REQUEST, AND (III) SUCH GRANTOR HAS DELIVERED TO
COBANK 30 DAYS PRIOR TO ANY SUCH CHANGE SUCH DOCUMENTS, INSTRUMENTS AND
FINANCING STATEMENTS AS MAY BE REASONABLY REQUIRED BY COBANK, ALL IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO COBANK, PAID ALL NECESSARY FILING AND
RECORDING FEES AND TAXES, AND TAKEN ALL OTHER ACTIONS REASONABLY REQUESTED BY
COBANK (INCLUDING, AT THE REASONABLE REQUEST OF COBANK, DELIVERY OF OPINIONS OF
COUNSEL REASONABLY SATISFACTORY TO COBANK), IN ORDER TO PERFECT AND MAINTAIN THE
LIEN UPON AND SECURITY INTEREST IN THE COLLATERAL PROVIDED FOR HEREIN IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.2.
4.3
RECORDS; INSPECTION.
(A)
EACH GRANTOR WILL KEEP AND MAINTAIN AT ITS OWN COST
AND EXPENSE SATISFACTORY AND COMPLETE RECORDS OF THE ACCOUNTS AND ALL OTHER
COLLATERAL, INCLUDING RECORDS OF ALL PAYMENTS RECEIVED, ALL CREDITS GRANTED
THEREON, ALL MERCHANDISE RETURNED AND ALL OTHER DOCUMENTATION RELATING THERETO,
AND WILL FURNISH TO COBANK FROM TIME TO TIME SUCH STATEMENTS, SCHEDULES AND
REPORTS (INCLUDING ACCOUNTS RECEIVABLE AGING SCHEDULES) WITH REGARD TO THE
COLLATERAL AS COBANK MAY REASONABLY REQUEST.
(B)
AT THE REQUEST OF COBANK FOLLOWING THE OCCURRENCE
AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, EACH GRANTOR WILL LEGEND, IN
FORM AND MANNER REASONABLY SATISFACTORY TO COBANK, THE BOOKS, RECORDS AND
MATERIALS EVIDENCING OR RELATING TO THE COLLATERAL WITH AN APPROPRIATE REFERENCE
TO THE FACT THAT THE COLLATERAL HAS BEEN ASSIGNED TO COBANK AND THAT COBANK HAS
A SECURITY INTEREST THEREIN.
DURING THE PERIOD IN WHICH AN EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, COBANK SHALL HAVE THE RIGHT TO MAKE TEST
VERIFICATIONS OF ACCOUNTS IN ANY REASONABLE MANNER AND THROUGH ANY REASONABLE
MEDIUM, AND EACH GRANTOR AGREES TO FURNISH ALL SUCH