FairPoint Communications 2004 Annual Report Download - page 371

or liability for selling all or any part of the Pledged Securities at a price which the Pledgee, in its sole and absolute discretion, may in good faith deem
reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the
registration as aforesaid.
18. TERMINATION; RELEASE. (a) After the Termination Date (as defined below), this Agreement shall terminate ( provided that
all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and
expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of
this Agreement as provided above, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty)
such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this
Agreement, together with any moneys at the time held by the Pledgee hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a
Partnership Interest or a Membership Interest (other than an Uncertificated Security, Partnership Interest or Membership Interest credited on the books of a
Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated
Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this
Agreement, “Termination Date” shall mean the date upon which the Total Commitment and all Secured Interest Rate Agreements have been terminated, no Note
under the Credit Agreement is outstanding (and all Loans have been paid in full) and all other Obligations have been paid in full (other than arising from
indemnities for which no request has been made).
(b) In the event that any part of the Collateral is sold or otherwise disposed of in connection with a sale or other disposition permitted
by Section 7.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 11.12 of the
Credit Agreement), and the proceeds of such sale or other disposition or from such release are applied in accordance with the terms of the Credit Agreement to
the extent required to be so applied, the Pledgee, at the request and expense of the respective Pledgor, will release such Collateral from this Agreement, duly
assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been)
so sold, disposed of or released and as may be in possession of the Pledgee and has not theretofore been released pursuant to this Agreement.
(c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 18(a) or (b), it shall deliver to
the Pledgee a certificate signed by a principal executive officer stating that the release of the respective Collateral is permitted pursuant to Section 18(a) or (b).
The Pledgee shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Pledgee in
the absence of gross negligence and willful misconduct believes to be in accordance with) this Section 18.
19. NOTICES, ETC. All notices and other communications hereunder shall be in writing (including telegraphic, telex, telecopier,
facsimile or cable communication) and
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