FairPoint Communications 2002 Annual Report Download - page 340

pursuant to the terms of all Secured Debt Agreements then in effect) in favor of
the Pledgee for the benefit of the Secured Creditors in, all of its right, title
and interest in and to the following, whether now existing or hereafter from
time to time acquired (collectively, the "COLLATERAL"):
(i) all of the Securities owned or held by such Pledgor from time
to time and all options and warrants owned by such Pledgor from time to
time to purchase Securities (and all certificates or instruments evidencing
such Securities);
(ii) each Collateral Account, including any and all assets of
whatever type or kind deposited by such Pledgor in any such Collateral
Account, whether now owned or
EXHIBIT G
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hereafter acquired, existing or arising (including, without limitation, all
Financial Assets, Investment Property, monies, checks, drafts, Instruments
or interests therein of any type or nature deposited or required by the
Credit Agreement or any other Secured Debt Agreement to be deposited in
such Collateral Account, and all investments and all certificates and other
instruments (including depository receipts, if any) from time to time
representing or evidencing the same, and all dividends, interest,
distributions, cash and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or
all of the foregoing);
(iii) all of such Pledgor's (x) Partnership Interest and all of such
Pledgor's right, title and interest in each Pledged Partnership and (y)
Membership Interest and all of such Pledgor's right, title and interest in
each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits,
losses and other distributions to which such Pledgor shall at any time
be entitled in respect of such Partnership Interest and/or Membership
Interest;
(b) all other payments due or to become due to such Pledgor
in respect of such Partnership Interest and/or Membership Interest,
whether under any partnership agreement, limited liability company
agreement or otherwise, whether as contractual obligations, damages,
insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority,
options, security interest, liens and remedies, if any, under any
partnership agreement, limited liability company agreement or at law
or otherwise in respect of such Partnership Interest and/or Membership
Interest;
(d) all present and future claims, if any, of the Pledgor
against any Pledged Partnership and any Pledged LLC for moneys loaned
or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership
agreement or limited liability company agreement or at law to exercise
and enforce every right, power, remedy, authority, option and
privilege of such Pledgor relating to the Partnership Interest and/or
Membership Interest, including any power to terminate, cancel or
modify any partnership agreement or any limited liability company
agreement, to execute any instruments and to take any and all other
action on behalf of and in the name of such Pledgor in respect of any
Partnership Interest or Membership Interest and any Pledged
Partnership and any Pledged LLC to make determinations, to exercise
any election (including, but not limited to, election of remedies) or
option or to give or receive any notice, consent, amendment, waiver or