FairPoint Communications 2004 Annual Report Download - page 241

Agreement in the form of Exhibit G (as modified, amended, restated and/or supplemented from time to time in accordance with the terms thereof and hereof,
the “Pledge Agreement”) and shall have delivered to the Collateral Agent, as pledgee thereunder:
(i) all of the Collateral, if any, referred to therein and then owned by such Persons, (x) endorsed in blank in the case of promissory
notes constituting Collateral and (y) together with executed and undated transfer powers in the case of certificated equity interests constituting
Collateral;
(ii) proper Financing Statements (Form UCC-1 or the equivalent) fully executed (where required) for filing under the UCC or other
appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the
security interests purported to be created by the Pledge Agreement;
(iii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date, listing all
effective financing statements that name any Pledge Party or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in
clause (ii) above, together with copies of such other financing statements that name any Pledge Party or any of its Subsidiaries as debtor (none of
which shall cover any of the Collateral, except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received
termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed (where required) for
filing); and
(iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to create, maintain, effect,
perfect, preserve, maintain and protect the security interests purported to be created by the Pledge Agreement have been taken;
and the Pledge Agreement shall be in full force and effect.
(j) Solvency. The Borrower shall have delivered to the Administrative Agent a solvency certificate, dated the Initial Borrowing Date
and in the form of Exhibit H hereto.
(k) Initial Public Offering. On the Initial Borrowing Date, the Borrower shall have (x) issued shares of Borrower Common Stock
pursuant to an underwritten initial public generating gross cash proceeds (calculated before underwriting costs) of approximately $462.5 million (the “ IPO”)
and (y) utilized the full amount of the cash proceeds described in preceding clause (x) to make payments owing in connection with the Transaction prior to the
utilization by the Borrower of any proceeds of Loans for such purpose. On the Initial Borrowing Date, (i) the IPO shall have been consummated in accordance
with the terms and conditions of the IPO Documents and all applicable law, (ii) the Administrative Agent shall have received true and correct copies of all IPO
Documents and (iii) all conditions precedent to the consummation of the IPO as set forth in the IPO Documents shall have been satisfied, and not waived
unless consented to by each Agent and the Required Lenders, to the reasonable satisfaction of each Agent and the Required Lenders.
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