FairPoint Communications 2004 Annual Report Download - page 369

Collateral promptly upon, but in any event within 10 days after, such Pledgor’ s receipt thereof;
(xv) it shall not withdraw as a partner of any Pledged Partnership or member of any Pledged LLC, or file or pursue or take any action
which may, directly or indirectly, cause a dissolution or liquidation of or with respect to any Pledged Partnership or Pledged LLC or seek a partition
of any property of any Pledged Partnership or Pledged LLC, except as permitted by the Credit Agreement;
(xvi) as of the date hereof, all of its Partnership Interests and Membership Interests are uncertificated and each Pledgor covenants and
agrees that it will not approve of any action by any Pledged Partnership or Pledged LLC to convert such uncertificated interests into certificated
interests;
(xvii) it will take no action which would violate or be inconsistent with any of the terms of any Secured Debt Agreement, or which
would have the effect of impairing the position or interests of the Pledgee or any other Secured Creditor under any Secured Debt Agreement except as
permitted by the Credit Agreement; and
(xviii) “control” (as defined in Section 8-106 of the UCC) has been obtained by the Pledgee over all of such Pledgor’s Collateral
consisting of Securities (including, without limitation, Notes which are Securities) with respect to which such “control” may be obtained pursuant to
Section 8-106 of the UCC, except to the extent that the obligation of the applicable Pledgor to provide the Pledgee with “control” of such Collateral has
not yet arisen under this Agreement; provided that in the case of the Pledgee obtaining “control” over Collateral consisting of a Security Entitlement,
such Pledgor shall have taken all steps in its control so that the Pledgee obtains “control” over such Security Entitlement.
16. PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC. The obligations of each Pledgor under this Agreement shall be absolute and
unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected
by, any circumstance or occurrence whatsoever, including, without limitation:
(i) any renewal, extension, amendment or modification of, or addition or supplement to or deletion from any of the Secured Debt
Agreements, or any other instrument or agreement referred to therein, or any assignment or transfer of any thereof;
(ii) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such agreement or instrument or
this Agreement;
(iii) any furnishing of any additional security to the Pledgee or its assignee or any acceptance thereof or any release of any security by
the Pledgee or its assignee;
(iv) any limitation on any party’s liability or obligations under any such instrument or agreement or any invalidity or
unenforceability, in whole or in part, of any such instrument or agreement or any term thereof; or
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