OTHERWISE OF MATERIAL
COMMERCIAL VALUE TO BE OWNED OR HELD BY OR HELD IN THE NAME OF ANY PERSON WHO IS
NOT A GRANTOR, AND NO GRANTOR WILL ASSIGN OR TRANSFER ITS RIGHTS AND INTERESTS
IN ANY MATERIAL COPYRIGHT LICENSE, PATENT LICENSE, TRADEMARK LICENSE OR DOMAIN
NAME LICENSE TO ANY PERSON WHO IS NOT A GRANTOR (IN EACH CASE, OTHER THAN COBANK
IN CONNECTION WITH ANY COLLATERAL ARRANGEMENT PURSUANT HERETO).
(H)
IN THE EVENT THAT ANY COLLATERAL, USEFUL IN THE
CONDUCT OF ANY GRANTOR'S BUSINESS OR OTHERWISE OF MATERIAL COMMERCIAL VALUE,
CONSISTING OF ANY MATERIAL COPYRIGHT OR PATENT IS BELIEVED INFRINGED, CONSISTING
OF ANY MATERIAL TRADEMARK IS BELIEVED INFRINGED OR DILUTED, OR CONSISTING OF ANY
MATERIAL DOMAIN NAME IS BELIEVED MISAPPROPRIATED, SUCH GRANTOR SHALL NOTIFY
COBANK PROMPTLY AFTER IT LEARNS THEREOF AND SHALL, IF CONSISTENT WITH SOUND
BUSINESS JUDGMENT, PROMPTLY SUE FOR INFRINGEMENT, MISAPPROPRIATION OR DILUTION,
AS THE CASE MAY BE, AND TO RECOVER ANY AND ALL DAMAGES FOR SUCH INFRINGEMENT,
MISAPPROPRIATION OR DILUTION, AS THE CASE MAY BE, AND TAKE SUCH OTHER ACTIONS AS
ARE APPROPRIATE UNDER THE CIRCUMSTANCES TO PROTECT SUCH COLLATERAL.
(I)
UPON REQUEST OF COBANK, EACH GRANTOR SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL REQUISITE CONSENTS OR APPROVALS
FROM THE LICENSOR OF EACH MATERIAL IP LICENSE INCLUDED WITHIN THE COPYRIGHT
COLLATERAL, PATENT COLLATERAL, TRADEMARK COLLATERAL OR DOMAIN NAME COLLATERAL
USEFUL IN SUCH GRANTOR'S BUSINESS OR OTHERWISE OF MATERIAL COMMERCIAL VALUE TO
EFFECT THE COLLATERAL ASSIGNMENT OF ALL OF SUCH GRANTOR'S RIGHT, TITLE AND
INTEREST THEREUNDER TO COBANK OR ITS DESIGNEE.
(J)
IF AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, UPON THE REQUEST OF COBANK, EACH GRANTOR SHALL PROMPTLY MAKE ALL
NECESSARY OR APPROPRIATE ARRANGEMENTS TO COMPLETE AND EFFECTUATE THE TRANSFER TO
COBANK OR ITS DESIGNEE OF ALL OF ITS RIGHT, TITLE AND INTEREST IN AND TO ANY
DOMAIN NAME, INCLUDING OBTAINING AND PROMPTLY PROVIDING TO COBANK OR ITS
DESIGNEE RELEVANT DOMAIN NAME TRANSFER AUTHORIZATION CODES AND PROVIDING COBANK
OR ITS DESIGNEE WITH ACCESS TO AND CONTROL OF SUCH GRANTOR'S DOMAIN NAME
MANAGEMENT ACCOUNT FOR SUCH DOMAIN NAME.
IF THE RELEVANT DOMAIN NAME REGISTRAR
ALLOWS FOR THE ELECTRONIC TRANSFER OF THE DOMAIN NAME, THEN SUCH GRANTOR SHALL
PERFORM ALL STEPS NECESSARY TO TRANSFER THE DOMAIN NAME TO COBANK OR ITS
DESIGNEE ELECTRONICALLY WITH THE REGISTRAR.
(K)
EACH GRANTOR FOR ITS MATERIAL COPYRIGHTS, COPYRIGHT
LICENSES, PATENTS, PATENT LICENSES, TRADEMARKS, TRADEMARK LICENSES, DOMAIN NAMES
AND DOMAIN NAME LICENSES SHALL KEEP CURRENT ALL APPLICABLE MAINTENANCE FEES,
AFFIDAVITS AND OTHER FILINGS OR PAYMENTS.
20
Amended and Restated Pledge and Security Agreement/New Ulm Telecom, Inc.
Loan No. RX0583
4.11
COLLATERAL IN POSSESSION OF THIRD PARTY; DELIVERY OF COLLATERAL.
WITHOUT LIMITING THE GENERALITY OF ANY OTHER PROVISION OF THIS AGREEMENT, EACH
GRANTOR AGREES THAT IT SHALL NOT PERMIT ANY COLLATERAL VALUED IN EXCESS OF
$100,000 TO BE IN THE POSSESSION OF ANY BAILEE, WAREHOUSEMAN, AGENT, PROCESSOR
OR OTHER THIRD PARTY AT ANY TIME UNLESS SUCH BAILEE OR OTHER PERSON SHALL HAVE
BEEN NOTIFIED OF THE SECURITY INTEREST CREATED BY