FairPoint Communications 2004 Annual Report Download - page 359

(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and
instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any
time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(v) all Proceeds of any and all of the foregoing.
Notwithstanding anything to the contrary contained in this Section 3.1, except as otherwise required by Section 6.12 of the Credit Agreement, no Pledgor shall
be required to pledge hereunder any Margin Stock owned by such Pledgor.
3.2 Procedures. (a) To the extent that any Pledgor at any time or from time to time owns, acquires or obtains any right, title or
interest in any Collateral, such Collateral shall automatically (and without the taking of any action by such Pledgor) be pledged pursuant to Section 3.1 of this
Agreement and, in addition thereto, such Pledgor shall (to the extent provided below) forthwith take the following actions as set forth below:
(i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or
Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in
blank;
(ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation
or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to the Pledgee,
an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex E hereto (appropriately completed to the
satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to
comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions
regarding such Uncertificated Security (and any Partnership Interests and Membership Interests issued by such issuer) originated by any other
Person other than a court of competent jurisdiction;
(iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Membership Interest credited on the books
of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust
Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable
rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgee under applicable law (including, in
any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems necessary or
desirable to effect the foregoing;
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