FairPoint Communications 2002 Annual Report Download - page 392

such Pledgor owns or possesses no other Securities except as described on
Annexes B, C and D hereto; and (h) the Pledgor has complied with the respective
procedure set forth in Section 3.2(a) hereof with respect to each item of
Collateral described in Annexes B, C and D hereto.
4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee
shall have the right to appoint one or more sub-agents for the purpose of
retaining physical possession of the Pledged Securities, which may be held (in
the discretion of the Pledgee) in the name of the relevant Pledgor, endorsed or
assigned in blank or in favor of the Pledgee or any nominee or nominees of the
Pledgee or a sub-agent appointed by the Pledgee.
5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until
there shall have occurred and be continuing an Event of Default, each Pledgor
shall be entitled to exercise all voting rights attaching to any and all Pledged
Securities owned by it, and to give consents, waivers or ratifications in
respect thereof, PROVIDED that no vote shall be cast or any consent, waiver or
ratification given or any action taken which would violate, result in breach of
any covenant contained in, or be inconsistent with, any of the terms of this
Agreement, the Credit Agreement, any other Credit Document or any Secured
Interest Rate Agreement (collectively, the "SECURED DEBT AGREEMENTS"), or which
would have the effect of impairing the value of the Collateral or any part
thereof or the position or interests of the Pledgee or any other Secured
Creditor therein. All such rights of a Pledgor to vote and to give consents,
waivers and ratifications shall cease in case an Event of Default shall occur
and be continuing and Section 7 hereof shall become applicable.
6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until an Event
of Default shall have occurred and be continuing, all cash dividends,
distributions or other amounts payable in respect of the Pledged Securities
shall be paid to the respective Pledgor, PROVIDED that all dividends,
distributions or other amounts payable in respect of the Pledged Securities
which are determined by the Pledgee, in its absolute discretion, to represent in
whole or in part an extraordinary, liquidating or other distribution in return
of capital not permitted by the Credit Agreement shall be paid, to the extent so
determined to represent an extraordinary, liquidating or other distribution in
return of capital not permitted by the Credit Agreement, to the
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Pledgee and retained by it as part of the Collateral (unless such cash dividends
or distributions are applied to repay the Obligations pursuant to Section 9 of
this Agreement). The Pledgee shall also be entitled to receive directly, and to
retain as part of the Collateral:
(i) all other or additional stock, notes, membership interests,
partnership interests or other securities or property (other than cash)
paid or distributed by way of dividend or otherwise in respect of the
Collateral;
(ii) all other or additional stock, notes, membership interests,
partnership interests or other securities or property (including cash) paid
or distributed in respect of the Collateral by way of stock-split,
spin-off, split-up, reclassification, combination of shares or similar
rearrangement; and
(iii) all other or additional stock, notes, membership interests,
partnership interests or other securities or property (including cash)
which may be paid in respect of the Collateral by reason of any
consolidation, merger, exchange of stock, conveyance of assets, liquidation
or similar corporate reorganization (other than the Net Cash Proceeds from
any Asset Sale applied to repay Loans and/or reinvested in accordance with
the relevant provisions of the Credit Agreement).
Nothing contained in this Section 6 shall limit or restrict in any way the
Pledgee's right to receive the proceeds of the Collateral in any form in
accordance with Section 3 of this Agreement. All dividends, distributions or