(I)
TO APPOINT A RECEIVER FOR THE PROPERTIES AND
ASSETS OF ANY OR ALL OF THE GRANTORS.
EACH GRANTOR HEREBY (W) CONSENTS TO THE
ADMINISTRATIVE AGENT HAVING THE RIGHT TO APPOINT A RECEIVER, (X) TO SUCH
APPOINTMENT, (Y) WAIVES ANY OBJECTION SUCH GRANTOR MAY HAVE THERETO, AND (Z)
WAIVES THE RIGHT TO HAVE A BOND OR OTHER SECURITY POSTED BY ADMINISTRATIVE AGENT
OR ANY OTHER PERSON IN CONNECTION THEREWITH.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
(I) COBANK WILL NOT TAKE ANY ACTION PURSUANT TO THIS AGREEMENT THAT WOULD
CONSTITUTE OR RESULT IN ANY ASSIGNMENT OR TRANSFER OF CONTROL OF ANY LICENSE IF
SUCH ASSIGNMENT OR TRANSFER OF CONTROL WOULD REQUIRE UNDER THEN EXISTING LAW
(INCLUDING THE WRITTEN RULES, REGULATIONS AND POLICIES OF THE FCC OR ANY PUC)
THE PRIOR APPROVAL OF THE FCC OR ANY PUC, WITHOUT FIRST OBTAINING SUCH APPROVAL;
AND (II) COBANK AGREES THAT, UNLESS COBANK ELECTS TO PROCEED UNDER SECTION 9-620
OF THE UNIFORM COMMERCIAL CODE FOLLOWING SUCH EVENT OF DEFAULT AND NEITHER ANY
GRANTOR NOR ANY OTHER PERSON HAVING STANDING TO OBJECT THERETO GIVES PROPER
NOTICE OF ITS OBJECTION TO SUCH NOTICE, THERE WILL BE EITHER A PRIVATE OR PUBLIC
SALE OF THE EQUITY INTERESTS PLEDGED HEREUNDER; AND (III) PRIOR TO THE EXERCISE
OF VOTING RIGHTS BY THE PURCHASER AT ANY SUCH SALE, THE PRIOR CONSENT OF THE FCC
OR ANY PUC WILL BE OBTAINED IF REQUIRED BY LAW.
6.2
APPLICATION OF PROCEEDS.
(A)
ALL PROCEEDS COLLECTED BY COBANK UPON ANY SALE, OTHER
DISPOSITION OF OR REALIZATION UPON ANY OF THE COLLATERAL, TOGETHER WITH ALL
OTHER MONIES RECEIVED BY COBANK HEREUNDER, SHALL BE APPLIED AS SET FORTH IN
SUBSECTION 11(C) OF THE LOAN AGREEMENT.
(B)
EACH GRANTOR SHALL REMAIN LIABLE TO THE EXTENT OF
ANY DEFICIENCY BETWEEN THE AMOUNT OF ALL PROCEEDS REALIZED UPON SALE OR OTHER
DISPOSITION OF THE COLLATERAL PURSUANT TO THIS AGREEMENT AND THE AGGREGATE
AMOUNT OF THE SUMS REFERRED TO IN SECTION 6.2. UPON ANY SALE OF ANY COLLATERAL
HEREUNDER BY COBANK (WHETHER BY VIRTUE OF THE POWER OF SALE HEREIN GRANTED,
PURSUANT TO JUDICIAL PROCEEDING, OR OTHERWISE), THE RECEIPT OF COBANK OR THE
OFFICER MAKING THE SALE SHALL BE A SUFFICIENT DISCHARGE TO THE PURCHASER OR
PURCHASERS OF THE COLLATERAL SO SOLD, AND SUCH PURCHASER OR PURCHASERS SHALL NOT
BE OBLIGATED TO SEE TO THE APPLICATION OF ANY PART OF THE PURCHASE MONEY PAID
OVER TO COBANK OR SUCH OFFICER OR BE ANSWERABLE IN ANY WAY FOR THE
MISAPPLICATION THEREOF.
30
Amended and Restated Pledge and Security Agreement/New Ulm Telecom, Inc.
Loan No. RX0583
6.3
COLLATERAL ACCOUNTS. UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, COBANK SHALL HAVE THE RIGHT TO CAUSE TO BE
ESTABLISHED AND MAINTAINED, AT ITS PRINCIPAL OFFICE OR SUCH OTHER LOCATION OR
LOCATIONS AS IT MAY ESTABLISH FROM TIME TO TIME IN ITS DISCRETION, ONE OR MORE
ACCOUNTS (COLLECTIVELY, "COLLATERAL ACCOUNTS") FOR THE COLLECTION OF CASH
PROCEEDS OF THE COLLATERAL.
SUCH PROCEEDS, WHEN DEPOSITED, SHALL CONTINUE TO
CONSTITUTE COLLATERAL FOR