FairPoint Communications 2002 Annual Report Download - page 343

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 Securities
which are determined by the Pledgee, in its absolute discretion, to represent in
whole or in part an extraordinary, liquidating or other distribution in return
of capital not permitted by
EXHIBIT G
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the Credit Agreement shall be paid, to the extent so determined to represent an
extraordinary, liquidating or other distribution in return of capital not
permitted by the Credit Agreement, to the Pledgee and retained by it as part of
the Collateral (unless such cash dividends or distributions are applied to repay
the Obligations pursuant to Section 9 of this Agreement). The Pledgee shall also
be entitled to receive directly, and to retain as part of the Collateral:
(i) all other or additional stock, notes, membership interests,
partnership interests or other securities or property (other than cash)
paid or distributed by way of dividend or otherwise in respect of the
Collateral;