FairPoint Communications 2004 Annual Report Download - page 387

ANNEX E
Form of Agreement Regarding Uncertificated Securities, Membership Interests and Partnership Interests
AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “ Agreement”), dated as of [ ,
20 ], among the undersigned pledgor (the “ Pledgor”), [ ], not in its individual capacity but solely as Collateral Agent (the “ Pledgee”), and
[ ], as the issuer of the Uncertificated Securities, Membership Interests and/or Partnership Interests (each as defined below) (the “ Issuer”).
W I T N E S S E T H :
WHEREAS, the Pledgor, certain of its affiliates and the Pledgee have entered into a Pledge Agreement, dated as of February 8, 2005 (as
amended, modified, restated and/or supplemented from time to time, the “ Pledge Agreement”), under which, among other things, in order to secure the
payment of the Obligations (as defined in the Pledge Agreement), the Pledgor has pledged or will pledge to the Pledgee for the benefit of the Secured Creditors (as
defined in the Pledge Agreement), and grant a security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest
of the Pledgor in and to any and all [Uncertificated Securities (as defined in the Pledge Agreement)] [Partnership Interests (as defined in the Pledge Agreement)]
[Membership Interests (as defined in the Pledge Agreement)], from time to time by the Issuer, whether now existing or hereafter from time to time acquired by
the Pledgor (with all of such [Uncertificated Securities] [Partnership Interests] [Membership Interests] being herein collectively called the “ Issuer Pledged
Interests”); and
WHEREAS, the Pledgor desires the Issuer to enter into this Agreement in order to perfect the security interest of the Pledgee under the Pledge
Agreement in the Issuer Pledged Interests, to vest in the Pledgee control of the Issuer Pledge Interests and to provide for the rights of the parties under this
Agreement;
NOW THEREFORE, in consideration of the premises and the mutual promises and agreements contained herein, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. The Pledgor hereby irrevocably authorizes and directs the Issuer, and the Issuer hereby agrees, to comply with any and all
instructions and orders originated by the Pledgee (and its successors and assigns) regarding any and all of the Issuer Pledged Interests without the further
consent by the registered owner (including the Pledgor), and, following its receipt of a notice from the Pledgee stating that the Pledgee is exercising exclusive
control of the Issuer Pledged Interests, not to comply with any instructions or orders regarding any or all of the Issuer Pledged Interests originated by any
person or entity other than the Pledgee (and its successors and assigns) or a court of competent jurisdiction.
2. The Issuer hereby certifies that (i) no notice of any security interest, lien or other encumbrance or claim affecting the Issuer
Pledged Interests (other than the security interest