THEREOF, WILL FURNISH TO
COBANK SUCH NUMBER OF PROSPECTUSES, OFFERING CIRCULARS OR OTHER DOCUMENTS
INCIDENT THERETO AS COBANK FROM TIME TO TIME MAY REQUEST, AND WILL INDEMNIFY
COBANK AND ALL OTHERS PARTICIPATING IN THE DISTRIBUTION OF SUCH EQUITY INTERESTS
AGAINST ALL CLAIMS, LOSSES, DAMAGES AND LIABILITIES CAUSED BY ANY UNTRUE
STATEMENT (OR ALLEGED UNTRUE STATEMENT) OF A MATERIAL FACT CONTAINED THEREIN (OR
IN ANY RELATED REGISTRATION STATEMENT, NOTIFICATION OR THE LIKE) OR BY ANY
OMISSION (OR ALLEGED OMISSION) TO STATE THEREIN (OR IN ANY RELATED REGISTRATION
STATEMENT, NOTIFICATION OR THE LIKE) A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, EXCEPT
INSOFAR AS THE SAME MAY HAVE BEEN CAUSED BY AN UNTRUE STATEMENT OR OMISSION
BASED UPON INFORMATION FURNISHED IN WRITING TO SUCH GRANTOR BY COBANK EXPRESSLY
FOR USE THEREIN.
31
Amended and Restated Pledge and Security Agreement/New Ulm Telecom, Inc.
Loan No. RX0583
(B)
EACH GRANTOR RECOGNIZES THAT, BY REASON OF CERTAIN PROHIBITIONS
CONTAINED IN THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AS IN
EFFECT FROM TIME TO TIME, COBANK MAY BE COMPELLED, WITH RESPECT TO ANY SALE OF
ALL OR ANY PART OF THE EQUITY INTERESTS PLEDGED HEREUNDER CONDUCTED WITHOUT
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS, TO LIMIT PURCHASERS TO ANY ONE OR MORE PERSONS WHO WILL REPRESENT AND
AGREE, AMONG OTHER THINGS, TO ACQUIRE SUCH EQUITY INTERESTS FOR THEIR OWN
ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE
THEREOF.
EACH GRANTOR ACKNOWLEDGES THAT ANY SUCH PRIVATE SALES MAY BE MADE IN
SUCH MANNER AND UNDER SUCH CIRCUMSTANCES AS COBANK MAY DEEM REASONABLY NECESSARY
OR ADVISABLE, INCLUDING AT PRICES AND ON TERMS LESS FAVORABLE THAN THOSE
OBTAINABLE THROUGH A PUBLIC SALE WITHOUT SUCH RESTRICTIONS (INCLUDING A PUBLIC
OFFERING MADE PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT),
AND, NOTWITHSTANDING SUCH CIRCUMSTANCES, AGREES THAT ANY SUCH PRIVATE SALE SHALL
BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY REASONABLE MANNER AND AGREES THAT
COBANK SHALL HAVE NO OBLIGATION TO CONDUCT ANY PUBLIC SALES AND NO OBLIGATION TO
DELAY THE SALE OF ANY EQUITY INTERESTS PLEDGED HEREUNDER FOR THE PERIOD OF TIME
NECESSARY TO PERMIT ITS REGISTRATION FOR PUBLIC SALE UNDER THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS, AND SHALL NOT HAVE ANY RESPONSIBILITY OR
LIABILITY AS A RESULT OF ITS ELECTION SO NOT TO CONDUCT ANY SUCH PUBLIC SALES OR
DELAY THE SALE OF ANY EQUITY INTERESTS PLEDGED HEREUNDER, NOTWITHSTANDING THE
POSSIBILITY THAT A SUBSTANTIALLY HIGHER PRICE MIGHT BE REALIZED IF THE SALE WERE
DEFERRED UNTIL AFTER SUCH REGISTRATION.
EACH GRANTOR HEREBY WAIVES ANY CLAIMS
AGAINST COBANK ARISING BY REASON OF THE FACT THAT THE PRICE AT WHICH ANY EQUITY
INTERESTS PLEDGED HEREUNDER MAY HAVE BEEN SOLD AT ANY PRIVATE SALE WAS LESS THAN
THE PRICE THAT MIGHT HAVE BEEN OBTAINED AT A PUBLIC SALE OR WAS LESS THAN THE
AGGREGATE AMOUNT OF THE SECURED OBLIGATIONS, EVEN IF COBANK ACCEPTS THE FIRST
OFFER RECEIVED AND DOES