TO ACT ON THE PART OF
COBANK, EXCEPT TO THE EXTENT THAT THE SAME IS CAUSED BY ITS OWN GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT AS DETERMINED BY THE FINAL, NON-APPEALABLE JUDGMENT OF A
COURT OF COMPETENT JURISDICTION (SUBJECT TO THE STANDARD OF CARE IMPOSED UPON
COBANK IN THE IMMEDIATELY PRECEDING SENTENCE FOR COLLATERAL IN ITS POSSESSION).
7.2
FURTHER ASSURANCES; ATTORNEY-IN-FACT.
(A)
EACH GRANTOR AGREES THAT IT WILL JOIN WITH COBANK TO
FILE AND REFILE UNDER THE UNIFORM COMMERCIAL CODE, AT THE GRANTORS' EXPENSE,
SUCH FINANCING STATEMENTS, CONTINUATION STATEMENTS AND OTHER DOCUMENTS AND
INSTRUMENTS IN SUCH OFFICES AS COBANK MAY DEEM NECESSARY OR APPROPRIATE, AND
WHEREVER REQUIRED OR PERMITTED BY LAW, IN ORDER TO PERFECT AND PRESERVE COBANK'S
SECURITY INTEREST IN THE COLLATERAL, AND HEREBY AUTHORIZES COBANK TO FILE
SECURITY AGREEMENTS, FINANCING STATEMENTS AND AMENDMENTS THERETO RELATING TO ALL
OR ANY PART OF THE COLLATERAL (INCLUDING AUTHORIZATION TO DESCRIBE THE
COLLATERAL AS "ALL PERSONAL PROPERTY," "ALL ASSETS" OR WORDS OF SIMILAR MEANING)
AND AGREES TO DO SUCH FURTHER ACTS AND THINGS (INCLUDING MAKING ANY NOTICE
FILINGS WITH STATE TAX OR REVENUE AUTHORITIES REQUIRED TO BE MADE BY ACCOUNT
CREDITORS IN ORDER TO ENFORCE ANY ACCOUNTS IN SUCH STATE) AND TO EXECUTE AND
DELIVER TO COBANK, AND AUTHORIZES COBANK TO FILE SUCH ADDITIONAL CONVEYANCES,
ASSIGNMENTS, AGREEMENTS AND INSTRUMENTS AS COBANK MAY REQUIRE OR DEEM ADVISABLE
TO PERFECT, ESTABLISH, CONFIRM AND MAINTAIN THE SECURITY INTEREST AND LIEN
PROVIDED FOR HEREIN, TO CARRY OUT THE PURPOSES OF THIS AGREEMENT OR TO FURTHER
ASSURE AND CONFIRM UNTO COBANK ITS RIGHTS, POWERS AND REMEDIES HEREUNDER.
34
Amended and Restated Pledge and Security Agreement/New Ulm Telecom, Inc.
Loan No. RX0583
(B)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
GRANTOR HEREBY IRREVOCABLY APPOINTS COBANK ITS LAWFUL ATTORNEY-IN-FACT, WITH
FULL AUTHORITY IN THE PLACE AND STEAD OF SUCH GRANTOR AND IN THE NAME OF SUCH
GRANTOR, COBANK OR OTHERWISE, AND WITH FULL POWER OF SUBSTITUTION IN THE
PREMISES (WHICH POWER OF ATTORNEY, BEING COUPLED WITH AN INTEREST, IS
IRREVOCABLE FOR SO LONG AS THIS AGREEMENT SHALL BE IN EFFECT), FROM TIME TO TIME
IN COBANK'S DISCRETION AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENTS THAT COBANK
MAY DEEM REASONABLY NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSE OF THIS
AGREEMENT, INCLUDING:
(i)
to ask, demand, collect, sue for, recover, compound,
receive and give acquittance and receipts for monies due and to become due under
or with respect to any of the Collateral;
(ii)
to receive, endorse and collect any checks,
drafts, instruments, chattel paper, electronic chattel paper and other orders
for the payment of money made payable to such Grantor representing any interest,
income, dividend, distribution or other amount payable with respect to any of
the Collateral and to give full discharge for the same;
(iii)
to obtain, maintain and adjust any property or casualty
insurance required to be maintained by such Grantor under Section 4.9 and direct
the payment of Proceeds thereof to CoBank;