FairPoint Communications 2002 Annual Report Download - page 390

certificates and instruments representing or evidencing such other
property and all cash, securities, interest, dividends, rights and
other property at any time and from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all
thereof;
(iv) all Security Entitlements owned by such Pledgor from time to
time in any and all of the foregoing; and
(v) all Proceeds of any and all of the foregoing.
3.2 PROCEDURES. (a) To the extent that any Pledgor at any time
or from time to time owns, acquires or obtains any right, title or interest in
any Collateral, such Collateral shall automatically (and without the taking of
any action by such Pledgor) be pledged pursuant to Section 3.1 of this Agreement
and, in addition thereto, such Pledgor shall (to the extent provided below)
forthwith take the following actions as set forth below:
(i) with respect to a Certificated Security (other than a
Certificated Security credited on the books of a Clearing Corporation or
Securities Intermediary), such Pledgor shall physically deliver such
Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed
in blank;
(ii) with respect to an Uncertificated Security (other than an
Uncertificated Security credited on the books of a Clearing Corporation or
Securities Intermediary), such Pledgor shall cause the issuer of such
Uncertificated Security to duly authorize, execute, and deliver to the
Pledgee, an agreement for the benefit of the Pledgee and the other Secured
Creditors substantially in the form of Annex E hereto (appropriately
completed to the satisfaction of the Pledgee and with such modifications,
if any, as shall be satisfactory to the Pledgee) pursuant to which such
issuer agrees to comply with any and all instructions originated by the
Pledgee without further consent by the registered owner and not to comply
with instructions regarding such Uncertificated Security (and any
Partnership Interests and Membership Interests issued by such issuer)
originated by any other Person other than a court of competent
jurisdiction;
(iii) with respect to a Certificated Security, Uncertificated
Security, Partnership Interest or Membership Interest credited on the books
of a Clearing Corporation or Securities Intermediary (including a Federal
Reserve Bank, Participants Trust Company or The Depository Trust Company),
such Pledgor shall promptly notify the Pledgee thereof and shall promptly
take (x) all actions required (i) to comply with the applicable rules of
such Clearing Corporation or Securities Intermediary and (ii) to perfect
the security interest of the Pledgee under applicable law (including, in
any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the
UCC) and (y) such other actions as the Pledgee deems necessary or desirable
to effect the foregoing;
(iv) with respect to a Partnership Interest or a Membership
Interest (other than a Partnership Interest or Membership Interest credited
on the books of a Clearing Corporation or Securities Intermediary), (1) if
such Partnership Interest or Membership
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Interest is represented by a certificate and is a Security for purposes of
the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if
such Partnership Interest or Membership Interest is not represented by a
certificate or is not a Security for purposes of the UCC, the procedure set
forth in Section 3.2(a)(ii) hereof
(v) with respect to any Note, physical delivery of such Note to
the Pledgee, endorsed in blank, or, at the request of the Pledgee, endorsed
to the Pledgee; and