FairPoint Communications 2004 Annual Report Download - page 354

1. SECURITY FOR OBLIGATIONS. This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including
obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of the Borrower (in
the case of the Borrower or an NSG Pledgor) or such Pledgor (in the case of a Pledgor that is a Subsidiary Guarantor), now existing or hereafter
incurred under, arising out of or in connection with any Credit Document to which the Borrower or such Pledgor, as the case may be, is a party
(including, in the case of a Pledgor that is a Subsidiary Guarantor, all such obligations of such Pledgor under the Subsidiary Guaranty) and the due
performance of and compliance by the Borrower or such Pledgor, as the case may be, with the terms of each such Credit Document (all such
obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Secured Interest Rate
Agreements, being herein collectively called the “ Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including
obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of the Borrower (in
the case of the Borrower and each NSG Pledgor) or such Pledgor (in the case of any Pledgor that is a Subsidiary Guarantor), now existing or hereafter
incurred under, arising out of or in connection with any Secured Interest Rate Agreement (all such obligations and liabilities under this clause (ii)
being herein collectively called the “Interest Rate Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest
therein;
(iv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after
an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under the Credit Agreement or any payment default by
the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and be continuing,
the reasonable out-of-pocket expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral,
or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and disbursements of counsel; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of
this Agreement;
all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the “ Obligations”.
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