(OR, IN THE CASE OF
PARTNERSHIP, LIMITED LIABILITY COMPANY OR SIMILAR EQUITY INTERESTS, NOT SUBJECT
TO ANY CAPITAL CALL OR OTHER ADDITIONAL CAPITAL REQUIREMENT) AND NOT SUBJECT TO
ANY PREEMPTIVE RIGHTS, WARRANTS, OPTIONS OR SIMILAR RIGHTS OR RESTRICTIONS IN
FAVOR OF THIRD PARTIES OR ANY CONTRACTUAL (EXCEPT AS SET FORTH IN SECTION 3.4)
OR OTHER RESTRICTIONS UPON TRANSFER OTHER THAN LAWS AFFECTING THE TRANSFER OF
SECURITIES GENERALLY.
3.7
SPECIFIED CONTRACTS.
EXCEPT IN EACH CASE AS WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AS TO (A) EACH
INVESTMENT AGREEMENT AND (B) EACH MATERIAL CONTRACT TO WHICH ANY GRANTOR IS A
PARTY (THE FOREGOING, COLLECTIVELY, "SPECIFIED CONTRACTS"), (I) SUCH GRANTOR IS
NOT IN DEFAULT UNDER SUCH SPECIFIED CONTRACT, AND TO THE KNOWLEDGE OF SUCH
GRANTOR, NONE OF THE OTHER PARTIES TO SUCH SPECIFIED CONTRACT IS IN DEFAULT
THEREUNDER (EXCEPT AS SHALL HAVE BEEN DISCLOSED IN WRITING TO COBANK), (II) SUCH
SPECIFIED CONTRACT IS, OR AT THE TIME OF EXECUTION WILL BE, THE LEGAL, VALID AND
BINDING OBLIGATION OF THE GRANTORS PARTY THERETO, ENFORCEABLE AGAINST SUCH
GRANTOR IN ACCORDANCE WITH THE RESPECTIVE TERMS THEREOF, SUBJECT TO APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY, AND NO DEFENSE, OFFSET, DEDUCTION OR COUNTERCLAIM
WILL EXIST THEREUNDER IN FAVOR OF ANY SUCH PARTY, AND (III) THE PERFORMANCE BY
SUCH GRANTOR OF ITS OBLIGATIONS UNDER SUCH SPECIFIED CONTRACT IN ACCORDANCE WITH
ITS TERMS WILL NOT CONTRAVENE ANY REQUIREMENT OF LAW OR ANY CONTRACTUAL
RESTRICTION BINDING ON OR AFFECTING SUCH GRANTOR OR ANY OF ITS PROPERTIES, AND
WILL NOT RESULT IN OR REQUIRE THE CREATION OF ANY LIEN UPON OR WITH RESPECT TO
ANY OF ITS PROPERTIES (EXCEPT FOR LIENS PERMITTED BY THE LOAN AGREEMENT).
EACH
GRANTOR, PROMPTLY UPON THE REQUEST OF COBANK, WILL FURNISH COBANK WITH A CORRECT
AND COMPLETE COPY OF EACH SPECIFIED CONTRACT TO WHICH IT IS A PARTY AS THEN IN
EFFECT.
12
Amended and Restated Pledge and Security Agreement/New Ulm Telecom, Inc.
Loan No. RX0583
3.8
INTELLECTUAL PROPERTY.
(A)
THE GRANTORS HAVE REGISTERED, OR ARE TAKING ALL
COMMERCIALLY REASONABLE STEPS TO REGISTER, ALL MATERIAL COPYRIGHTS, COPYRIGHT
LICENSES, PATENTS, PATENT LICENSES, TRADEMARKS, AND TRADEMARK LICENSES WITH THE
U.S. COPYRIGHT OFFICE, THE U.S. PATENT AND TRADEMARK OFFICE OR ANY APPLICABLE
OFFICE OR AGENCY IN ANY OTHER COUNTRY OR POLITICAL SUBDIVISION.
ANNEXES D, E,
AND F CORRECTLY SET FORTH ALL MATERIAL COPYRIGHTS, COPYRIGHT LICENSES (OTHER
THAN NON-EXCLUSIVE LICENSES FOR COMMERCIALLY AVAILABLE SOFTWARE), PATENTS,
PATENT LICENSES (OTHER THAN NON-EXCLUSIVE LICENSES FOR COMMERCIALLY AVAILABLE
SOFTWARE), TRADEMARKS, AND TRADEMARK LICENSES (INCLUDING, IN EACH CASE, ALL
APPLICATIONS FOR REGISTRATIONS THEREOF) AS OF THE DATE HEREOF THAT ARE USED OR
PROPOSED TO BE USED IN ANY GRANTOR'S BUSINESS.
EXCEPT TO THE EXTENT SUCH
FAILURE COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (I)
THE GRANTORS OWN ALL OF THE COPYRIGHTS, PATENTS, AND TRADEMARKS AND POSSESS THE
VALID RIGHT TO USE ALL OF THE LICENSED COPYRIGHTS, PATENTS AND TRADEMARKS
SUBJECT TO AND IN ACCORDANCE WITH THE COPYRIGHT LICENSES, PATENT LICENSES