FairPoint Communications 2004 Annual Report Download - page 355

2. DEFINITION OF STOCK, NOTES, PARTNERSHIP INTERESTS, MEMBERSHIP INTERESTS, SECURITIES, ETC.
The following capitalized terms used herein shall have the definitions specified below:
“Certificated Security” shall have the meaning given such term in Section 8-102(a)(4) of the UCC.
“Clearing Corporation” shall have the meaning given such term in Section 8-102(a)(5) of the UCC.
“Collateral” shall have the meaning provided in Section 3.1.
“Collateral Accounts” shall mean any and all accounts established and maintained by the Pledgee in the name of any Pledgor to which
Collateral may be credited.
“Excluded Entity” shall mean (x) any corporation, partnership, limited liability company or association which is not (I) a Parent Company,
(II) an Intermediary Holding Company, (III) a TelCo, (IV) a Carrier Services Company or (V) an entity that the Borrower has designated as a “Pledged Entity”
in a written notice to the Collateral Agent specifying such entity’s legal name, type of organization, jurisdiction of organization, Location, organizational
identification number (if any), and whether such entity is or is not a Registered Organization and/or a Transmitting Utility and (y) any TelCo or Carrier
Services Company acquired or created pursuant to a Permitted Acquisition after the Effective Date if, after giving effect to the acquisition or creation of such
TelCo or Carrier Services Company, the Pro Forma EBITDA Test is satisfied.
“Exempted Foreign Entity” shall mean any Foreign Corporation, Foreign LLC or Foreign Partnership that, in any such case, is treated as a
corporation or an association taxable as a corporation for U.S. Federal income tax purposes.
“Financial Asset” shall have the meaning given such term in Section 8-102(a)(9) of the UCC.
“Instrument” shall have the meaning given such term in Section 9-102(a)(47) of the UCC.
“Investment Property” shall have the meaning given such term in Section 9-102(a)(49) of the UCC.
“Location” of any Pledgor has the meaning given such term in Section 9-307 of the UCC.
“Membership Interest” shall mean (x) the entire membership interest at any time owned by any Pledgor in any limited liability company
(other than (I) an Excluded Entity and (II) a limited liability company that is not organized under the laws of the United States or any State or territory thereof
(a “Foreign LLC”)) and (y) with respect to a Foreign LLC (other than an Excluded Entity), the entire membership interest at any time owned by any Pledgor in
such Foreign LLC, provided that such Pledgor shall not be required to pledge hereunder (and the term
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