INVESTMENT, WHETHER BY SALE OR OTHERWISE, WITHOUT
FURTHER CONSENT FROM SUCH GRANTOR, ANY OTHER GRANTOR, ANY SUBSIDIARY OF ANY
GRANTOR OR ANY MINORITY INVESTMENT AND WITH ALL INSTRUCTIONS FROM COBANK WITH
RESPECT TO ANY MODIFICATION TO THE ARTICLES OF INCORPORATION, ARTICLES OF
FORMATION, ARTICLES OF ORGANIZATION, BYLAWS, INVESTMENT AGREEMENTS OR SIMILAR
ORGANIC OR GOVERNING DOCUMENT OF SUCH GRANTOR, ANY OTHER GRANTOR, ANY SUBSIDIARY
OF ANY GRANTOR, OR ANY REGISTERED OWNER OF ANY MINORITY INVESTMENT. EACH GRANTOR
CONFIRMS TO COBANK THAT THE EXECUTION AND DELIVERY OF THIS AGREEMENT DOES NOT
CAUSE SUCH GRANTOR, ANY OTHER GRANTOR, ANY SUBSIDIARY OF ANY GRANTOR OR ANY
MINORITY INVESTMENT TO DISSOLVE. EACH GRANTOR ACKNOWLEDGES THAT, IN PROVIDING
THE FINANCIAL ACCOMMODATIONS UNDER THE LOAN AGREEMENT, COBANK IS RELYING ON THIS
AGREEMENT AND ON THE GRANTORS' AGREEMENTS HEREIN.
SHOULD COBANK EXERCISE ITS
RIGHTS OR REMEDIES UNDER THIS AGREEMENT, EACH GRANTOR AGREES TO ASSIST COBANK IN
SUCH ACTIONS OR EXERCISE, INCLUDING REGISTERING COBANK OR ITS NOMINEE AS THE
OWNER OF THE EQUITY INTERESTS PLEDGED HEREUNDER, AND AGREES THAT SHOULD COBANK
OR ITS NOMINEE BECOME THE OWNER OF ANY EQUITY INTERESTS PLEDGED HEREUNDER, THEY
SHALL BE TREATED BY EACH GRANTOR AS THE OWNER THEREOF FOR ALL PURPOSES AND
RIGHTS UNDER THE OPERATIVE DOCUMENTS GOVERNING SUCH EQUITY INTERESTS.
26
Amended and Restated Pledge and Security Agreement/New Ulm Telecom, Inc.
Loan No. RX0583
ARTICLE VI
REMEDIES
6.1
REMEDIES.
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, COBANK SHALL BE ENTITLED TO EXERCISE WITH RESPECT TO THE COLLATERAL
ALL OF ITS RIGHTS, POWERS AND REMEDIES PROVIDED FOR HEREIN OR OTHERWISE
AVAILABLE TO IT UNDER ANY OTHER LOAN DOCUMENT, BY LAW, IN EQUITY OR OTHERWISE,
INCLUDING ALL RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE UNIFORM
COMMERCIAL CODE, AND SHALL BE ENTITLED IN PARTICULAR, BUT WITHOUT LIMITATION OF
THE FOREGOING, TO EXERCISE THE FOLLOWING RIGHTS, WHICH EACH GRANTOR AGREES TO BE
COMMERCIALLY REASONABLE:
(A)
TO NOTIFY ANY OR ALL ACCOUNT DEBTORS OR OBLIGORS UNDER
ANY ACCOUNTS, CONTRACTS OR OTHER COLLATERAL OF THE SECURITY INTEREST IN FAVOR OF
COBANK CREATED HEREBY AND TO DIRECT ALL SUCH PERSONS TO MAKE PAYMENTS OF ALL
AMOUNTS DUE THEREON OR THEREUNDER DIRECTLY TO COBANK OR TO AN ACCOUNT DESIGNATED
BY COBANK; AND IN SUCH INSTANCE AND FROM AND AFTER SUCH NOTICE, ALL AMOUNTS AND
PROCEEDS (INCLUDING WIRE TRANSFERS, CHECKS AND OTHER INSTRUMENTS) RECEIVED BY
ANY GRANTOR WITH RESPECT TO ANY ACCOUNTS, CONTRACTS OR OTHER COLLATERAL SHALL BE
RECEIVED IN TRUST FOR THE BENEFIT OF COBANK HEREUNDER, SHALL BE SEGREGATED FROM
THE OTHER FUNDS OF SUCH GRANTOR AND SHALL BE FORTHWITH DEPOSITED INTO A
SEGREGATED ACCOUNT OR PAID OVER OR DELIVERED TO COBANK IN THE SAME FORM AS SO
RECEIVED (WITH ANY NECESSARY ENDORSEMENTS OR ASSIGNMENTS), TO BE HELD AS
COLLATERAL AND APPLIED TO THE SECURED OBLIGATIONS AS PROVIDED HEREIN; AND BY
THIS PROVISION, EACH GRANTOR IRREVOCABLY AUTHORIZES AND DIRECTS EACH PERSON WHO
IS OR SHALL BE A PARTY TO OR LIABLE FOR THE PERFORMANCE OF ANY CONTRACT, UPON
RECEIPT OF NOTICE FROM COBANK