NOT OFFER SUCH EQUITY INTERESTS TO MORE THAN ONE
OFFEREE.
(C)
EACH GRANTOR AGREES THAT A BREACH OF ANY OF THE COVENANTS
CONTAINED IN THIS SECTION 6.5 WILL CAUSE IRREPARABLE INJURY TO COBANK, THAT
COBANK HAS NO ADEQUATE REMEDY AT LAW WITH RESPECT TO SUCH BREACH AND, AS A
CONSEQUENCE, THAT EACH AND EVERY COVENANT CONTAINED IN THIS SECTION 6.5 SHALL BE
SPECIFICALLY ENFORCEABLE AGAINST THE GRANTORS.
32
Amended and Restated Pledge and Security Agreement/New Ulm Telecom, Inc.
Loan No. RX0583
6.6
GRANTORS REMAIN LIABLE. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, (A) EACH GRANTOR SHALL REMAIN LIABLE UNDER ALL CONTRACTS TO WHICH IT
IS A PARTY INCLUDED WITHIN THE COLLATERAL (INCLUDING ALL INVESTMENT AGREEMENTS)
TO PERFORM ALL OF ITS OBLIGATIONS THEREUNDER TO THE SAME EXTENT AS IF THIS
AGREEMENT HAD NOT BEEN EXECUTED, (B) THE EXERCISE BY COBANK OF ANY OF ITS RIGHTS
OR REMEDIES HEREUNDER SHALL NOT RELEASE ANY GRANTOR FROM ANY OF ITS OBLIGATIONS
UNDER ANY OF SUCH CONTRACTS, AND (C) EXCEPT AS SPECIFICALLY PROVIDED FOR
HEREINBELOW, COBANK SHALL NOT HAVE ANY OBLIGATION OR LIABILITY BY REASON OF THIS
AGREEMENT UNDER ANY OF SUCH CONTRACTS, NOR SHALL COBANK BE OBLIGATED TO PERFORM
ANY OF THE OBLIGATIONS OR DUTIES OF ANY GRANTOR THEREUNDER OR TO TAKE ANY ACTION
TO COLLECT OR ENFORCE ANY CLAIM FOR PAYMENT ASSIGNED HEREUNDER.
THIS AGREEMENT
SHALL NOT IN ANY WAY BE DEEMED TO OBLIGATE COBANK OR ANY PURCHASER AT A
FORECLOSURE SALE UNDER THIS AGREEMENT TO ASSUME ANY OF A GRANTOR'S OBLIGATIONS,
DUTIES OR LIABILITIES UNDER ANY INVESTMENT AGREEMENT, INCLUDING ANY GRANTOR'S
OBLIGATIONS, IF ANY, TO MANAGE THE BUSINESS AND AFFAIRS OF THE APPLICABLE
PARTNERSHIP, JOINT VENTURE, LIMITED LIABILITY COMPANY OR OTHER ISSUER
(COLLECTIVELY, THE "PARTNER OBLIGATIONS"), UNLESS COBANK OR PURCHASER OTHERWISE
AGREES IN WRITING TO ASSUME ANY OR ALL OF SUCH PARTNER OBLIGATIONS.
IN THE
EVENT OF FORECLOSURE BY COBANK HEREUNDER, THEN EXCEPT AS PROVIDED IN THE
PRECEDING SENTENCE, EACH APPLICABLE GRANTOR SHALL REMAIN BOUND AND OBLIGATED TO
PERFORM ITS PARTNER OBLIGATIONS AND COBANK SHALL NOT BE DEEMED TO HAVE ASSUMED
ANY PARTNER OBLIGATIONS.
IN THE EVENT COBANK OR ANY PURCHASER AT A FORECLOSURE
SALE ELECTS TO BECOME A SUBSTITUTE PARTNER OR MEMBER IN PLACE OF A GRANTOR, THE
PARTY MAKING SUCH ELECTION SHALL ADOPT IN WRITING SUCH INVESTMENT AGREEMENT AND
AGREE TO BE BOUND BY THE TERMS AND PROVISIONS THEREOF; AND SUBJECT TO THE
EXECUTION OF SUCH WRITTEN AGREEMENT, EACH GRANTOR HEREBY IRREVOCABLY CONSENTS IN
ADVANCE TO THE ADMISSION OF COBANK OR ANY SUCH PURCHASER AS A SUBSTITUTE PARTNER
OR MEMBER TO THE EXTENT OF THE EQUITY INTERESTS PLEDGED HEREUNDER ACQUIRED
PURSUANT TO SUCH SALE, AND AGREES TO EXECUTE ANY DOCUMENTS OR INSTRUMENTS AND
TAKE ANY OTHER ACTION AS MAY BE REASONABLY NECESSARY OR AS MAY BE REASONABLY
REQUESTED IN CONNECTION THEREWITH.
THE POWERS, RIGHTS AND REMEDIES CONFERRED ON
COBANK HEREUNDER ARE SOLELY TO PROTECT ITS INTEREST AND PRIVILEGE IN SUCH
CONTRACTS, AS COLLATERAL, AND SHALL NOT IMPOSE ANY DUTY UPON IT TO EXERCISE ANY
SUCH POWERS, RIGHTS OR REMEDIES.
6.7