OF
ANY GRANTOR, AND THAT ARE NOT ALREADY PARTIES HERETO, TO EXECUTE AND DELIVER A
JOINDER AGREEMENT, IN FORM AND SUBSTANCE ACCEPTABLE TO COBANK IN ITS SOLE
DISCRETION, WHEREUPON EACH SUCH PERSON SHALL BECOME A GRANTOR HEREUNDER WITH THE
SAME FORCE AND EFFECT AS IF ORIGINALLY A GRANTOR HEREUNDER ON THE DATE HEREOF,
AND AGREES THAT ITS OBLIGATIONS HEREUNDER SHALL NOT BE DISCHARGED, LIMITED OR
OTHERWISE AFFECTED BY REASON OF THE SAME, OR BY REASON OF COBANK'S ACTIONS IN
EFFECTING THE SAME OR IN RELEASING ANY GRANTOR HEREUNDER, IN EACH CASE WITHOUT
THE NECESSITY OF GIVING NOTICE TO OR OBTAINING THE CONSENT OF SUCH GRANTOR OR
ANY OTHER GRANTOR.
39
Amended and Restated Pledge and Security Agreement/New Ulm Telecom, Inc.
Loan No. RX0583
8.8
GOVERNING LAW.
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF
CONFLICT OF LAWS AND EXCEPT TO THE EXTENT GOVERNED BY FEDERAL LAW AND EXCEPT TO
THE EXTENT THAT THE UNIFORM COMMERCIAL CODE PROVIDES THAT THE PERFECTION OF THE
SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, WITH RESPECT TO ANY
PARTICULAR COLLATERAL, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF COLORADO, THE LAWS OF THE STATE OF COLORADO, WITHOUT REFERENCE TO
CHOICE OF LAW DOCTRINE, SHALL GOVERN THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT
FOR WHICH COLORADO IS SPECIFIED AS THE APPLICABLE LAW, AND ALL DISPUTES AND
MATTERS BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING ALL DISPUTES AND
MATTERS WHATSOEVER ARISING UNDER, IN CONNECTION WITH OR INCIDENT TO THE LENDING
AND/OR LEASING OR OTHER BUSINESS RELATIONSHIP BETWEEN THE PARTIES, AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT BY AND BETWEEN THE PARTIES FOR WHICH COLORADO IS SPECIFIED AS THE
APPLICABLE LAW.
8.9
SEVERABILITY. TO THE EXTENT ANY PROVISION OF THIS AGREEMENT IS
PROHIBITED BY OR INVALID UNDER THE APPLICABLE LAW OF ANY JURISDICTION, SUCH
PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR
INVALIDITY AND ONLY IN SUCH JURISDICTION, WITHOUT PROHIBITING OR INVALIDATING
SUCH PROVISION IN ANY OTHER JURISDICTION OR THE REMAINING PROVISIONS OF THIS
AGREEMENT IN ANY JURISDICTION.
8.10
HEADINGS. THE HEADINGS OF THE VARIOUS SECTIONS, SUBSECTIONS AND
OTHER SUBPARTS OF THIS AGREEMENT HAVE BEEN INSERTED FOR CONVENIENCE ONLY AND
SHALL NOT IN ANY WAY AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS
HEREOF.
8.11
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, INCLUDING ANY HOLDER OR OWNER OF ANY OF THE NOTES OR THE
OTHER LOAN DOCUMENTS. NO GRANTOR MAY ASSIGN OR TRANSFER ITS RIGHTS OR
OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF COBANK. NO NOTICE TO
OR DEMAND ON ANY GRANTOR SHALL ENTITLE ANY GRANTOR TO ANY OTHER OR FURTHER
NOTICE OR DEMAND IN THE SAME, SIMILAR OR OTHER CIRCUM­STANCES.
8.12
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH
OF WHICH WHEN EXECUTED SHALL BE DEEMED TO