FairPoint Communications 2004 Annual Report Download - page 361

constituting Uncertificated Securities promptly upon request of the Pledgee. No Pledgor shall be required at any time to pledge hereunder any Securities which
constitute more than 65% of the total combined voting power of all classes of ownership interests of any Exempted Foreign Entity entitled to vote.
Notwithstanding anything to the contrary contained above in this Section 3.3, except as otherwise required by Section 6.12 of the Credit Agreement, no Pledgor
shall be required to pledge hereunder any Margin Stock acquired by such Pledgor after the date hereof.
3.4 Certain Representations and Warranties Concerning the Collateral. Each Pledgor represents and warrants that on the date hereof:
(a) each Subsidiary of such Pledgor whose equity interest is required to be pledged hereunder, and the direct ownership thereof, is listed on Annex A hereto; (b)
the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (c) such Stock
constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as set forth in Annex B hereto; (d) the Notes held by such
Pledgor consist of the promissory notes described in Annex C hereto; (e) such Pledgor is the holder of record and sole beneficial owner of the Stock and Notes
held by such Pledgor and there exists no options or preemption rights in respect of any of the Stock; (f) the Partnership Interests and Membership Interests, as
the case may be, held by such Pledgor constitute that percentage of the entire interest of the respective Pledged Partnership or Pledged LLC, as the case may be,
as is set forth under its name in Annex D hereto; (g) on the date hereof, such Pledgor owns or possesses no other Securities except as described on Annexes B,
C and D hereto; and (h) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral
described in Annexes B, C and D hereto.
4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee shall have the right to appoint one or more sub-
agents for the purpose of retaining physical possession of the Pledged Securities, which may be held (in the discretion of the Pledgee) in the name of the
relevant Pledgor, endorsed or assigned in blank or in favor of the Pledgee or any nominee or nominees of the Pledgee or a sub-agent appointed by the Pledgee.
5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event
of Default, each Pledgor shall be entitled to exercise all voting rights attaching to any and all Pledged Securities owned by it, and to give consents, waivers or
ratifications in respect thereof, provided that no vote shall be cast or any consent, waiver or ratification given or any action taken which would violate, result
in breach of any covenant contained in, or be inconsistent with, any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any
Secured Interest Rate Agreement (collectively, the “Secured Debt Agreements”), or which would have the effect of impairing the value of the Collateral or any
part thereof or the position or interests of the Pledgee or any other Secured Creditor therein. All such rights of a Pledgor to vote and to give consents, waivers
and ratifications shall cease in case an Event of Default shall occur and be continuing and Section 7 hereof shall become applicable.
6. DIVIDENDS AND OTHER DISTRIBUTIONS . Unless and until an Event of Default shall have occurred and be continuing,
all cash dividends, distributions or other amounts payable in respect of the Pledged Securities shall be paid to the respective Pledgor, provided that all
dividends, distributions or other amounts payable in respect of the Pledged
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