FairPoint Communications 2002 Annual Report Download - page 391

(vi) with respect to cash proceeds from any of the Collateral
described in Section 3.1 hereof, (i) the establishment by the Pledgee of a
cash account in the name of such Pledgor over which the Pledgee shall have
"control" within the meaning of the UCC and, at any time any Event of
Default is in existence, no withdrawals or transfers may be made therefrom
by any Person except with the prior written consent of the Pledgee and (ii)
the deposit of such cash in such cash account.
(b) In addition to the actions required to be taken pursuant to
Section 3.2(a) hereof, each Pledgor shall take the following additional actions
with respect to the Collateral:
(i) with respect to all Collateral of such Pledgor whereby or
with respect to which the Pledgee may obtain "control" thereof within the
meaning of Section 8-106 of the UCC (or under any provision of the UCC as
same may be amended or supplemented from time to time, or under the laws of
any relevant State other than the State of New York), such Pledgor shall
take all actions as may be requested from time to time by the Pledgee so
that "control" of such Collateral is obtained and at all times held by the
Pledgee; and
(ii) each Pledgor shall from time to time cause appropriate
financing statements (on appropriate forms) under the Uniform Commercial
Code as in effect in the various relevant States, covering all Collateral
hereunder (with the form of such financing statements to be satisfactory to
the Pledgee), to be filed in the relevant filing offices so that at all
times the Pledgee's security interest in all Investment Property and other
Collateral which can be perfected by the filing of such financing
statements (in each case to the maximum extent perfection by filing may be
obtained under the laws of the relevant States, including, without
limitation, Section 9-312(a) of the UCC) is so perfected.
3.3 SUBSEQUENTLY ACQUIRED COLLATERAL. If any Pledgor shall
acquire (by purchase, stock dividend or otherwise) any additional Collateral at
any time or from time to time after the date hereof, such Pledgor will forthwith
thereafter take (or cause to be taken) all action with respect to such
Collateral in accordance with the procedures set forth in Section 3.2 hereof,
and will promptly thereafter deliver to the Pledgee a certificate executed by a
principal executive officer of such Pledgor describing such Collateral and
certifying that the same have been duly pledged with the Pledgee hereunder. Each
Pledgor further agrees to provide an opinion of counsel reasonably satisfactory
to the Pledgee with respect to any pledge of Collateral constituting
Uncertificated Securities promptly upon request of the Pledgee. No Pledgor shall
be required at any time to pledge hereunder any Securities which constitute more
than 65% of the
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total combined voting power of all classes of ownership interests of any
Exempted Foreign Entity entitled to vote.
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,