FairPoint Communications 2002 Annual Report Download - page 352

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
EXHIBIT G
Page 20
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 shall be delivered, telegraphed, telexed, telecopied,
faxed, cabled, or mailed (by first class mail, postage prepaid):
(i) if to any Pledgor, at its address set forth opposite its
signature below;
(ii) if to the Pledgee, at:
Deutsche Bank Trust Company Americas
31 West 52nd Street
New York, New York 10019
Attention: [____________]
Tel: [____________]
Fax: [____________]
(iii) if to any Bank Creditor (other than the Pledgee), either (x)
to the Administrative Agent, at the address of the Administrative Agent
specified in the Credit Agreement or (y) at such address as such Bank
Creditor shall have specified in the Credit Agreement;