FairPoint Communications 2002 Annual Report Download - page 388

"PLEDGED NOTES" shall mean all Notes at any time pledged or required
to be pledged hereunder.
"PLEDGED PARTNERSHIP INTERESTS" shall mean all Partnership Interests
at any time pledged or required to be pledged hereunder.
"PLEDGED SECURITIES" shall mean all Pledged Stock, Pledged Notes,
Pledged Partnership Interests and Pledged Membership Interests.
"PLEDGED STOCK" shall mean all Stock at any time pledged or required
to be pledged hereunder.
"PROCEEDS" shall have the meaning given such term in Section
9-102(a)(64) of the UCC.
"REGISTERED ORGANIZATION" shall have the meaning given such term in
Section 9-102(a)(70) of the UCC.
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"SECURITIES" shall mean all of the Stock, Notes, Partnership Interests
and Membership Interests.
"SECURITIES INTERMEDIARY" shall have the meaning given such term in
Section 8-102(14) of the UCC.
"SECURITY ENTITLEMENT" shall have the meaning given such term in
Section 8-102(a)(17) of the UCC.
"STOCK" shall mean (x) all of the issued and outstanding shares of
stock at any time owned by any Pledgor of any corporation (other than (I) any
Excluded Entity and (II) a corporation that is not organized under the laws of
the United States or any State or territory thereof (a "FOREIGN CORPORATION"))
and (y) with respect to a Foreign Corporation that is a first-tier Subsidiary
(other than any Excluded Entity), all of the issued and outstanding shares of
capital stock at any time owned by any Pledgor of such Foreign Corporation,
PROVIDED that such Pledgor shall not be required to pledge hereunder (and the
term "Stock" shall not include) more than 65% of the total combined voting power
of all classes of capital stock of any Exempted Foreign Entity entitled to vote.
"TRANSMITTING UTILITY" has the meaning given such term in Section
9-102(a)(80) of the UCC.
"UCC" shall mean the Uniform Commercial Code as in effect in the State
of New York from time to time; PROVIDED that all references herein to specific
Sections or subsections of the UCC are references to such Sections or
subsections, as the case may be, of the Uniform Commercial Code as in effect in
the State of New York on the date hereof.
"UNCERTIFICATED SECURITY" shall have the meaning given such term in
Section 8-102(a)(18) of the UCC.
3. PLEDGE OF SECURITIES, ETC.
3.1 PLEDGE. To secure the Obligations now or hereafter owed or
to be performed by such Pledgor, each Pledgor does hereby grant, pledge,
hypothecate, mortgage, charge and assign to the Pledgee for the benefit of the
Secured Creditors, and does hereby create a continuing security interest
(subject to those Liens permitted to exist with respect to the Collateral
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