FairPoint Communications 2002 Annual Report Download - page 389

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 hereafter acquired, existing or arising
(including, without limitation, all Financial Assets,
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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
approval, together with full power and authority to demand, receive,
enforce, collect or receipt for any of the foregoing, to enforce or
execute any checks, or other instruments or orders, to file any claims
and to take any action in connection with any of the foregoing; and
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(f) all other property hereafter delivered in
substitution for or in addition to any of the foregoing, all