FairPoint Communications 2002 Annual Report Download - page 397

any other party (including, without limitation, any stockholder, limited or
general partner, member or creditor of such Pledgor or any of its
Subsidiaries) and no consent, license, permit, approval or authorization
of, exemption by, notice or report to, or registration, filing or
declaration with, any governmental authority is required to be obtained by
such Pledgor in connection with (a) the execution, delivery or performance
of this Agreement, (b) the validity or enforceability of this Agreement,
(c) the perfection or enforceability of the Pledgee's security interest in
the Collateral or (d) except for compliance with or as may be required by
applicable securities laws, the exercise by the Pledgee of any of its
rights or remedies provided herein;
(v) the execution, delivery and performance of this Agreement by
such Pledgor will not violate any provision of any applicable law or
regulation or of any order, judgment, writ, award or decree of any court,
arbitrator or governmental authority, domestic or foreign, applicable to
such Pledgor, or of the certificate of incorporation, certificate of
formation, by-laws, certificate of limited partnership, partnership
agreement or limited liability company agreement, as the case may be, of
such Pledgor or of any securities issued by such Pledgor or any of its
Subsidiaries, or of any mortgage, indenture, lease, loan agreement, credit
agreement or other material contract, agreement or instrument or
undertaking to which such Pledgor or any of its Subsidiaries is a party or
which purports to be binding upon such Pledgor or any of its Subsidiaries
or upon any of their respective assets and will not result in the creation
or imposition of (or the obligation to create or impose) any lien or
encumbrance on any of the assets of such Pledgor or any of its Subsidiaries
except as contemplated by this Agreement;
(vi) all the shares of the Stock have been duly and validly
issued, are fully paid and non-assessable and are subject to no options to
purchase or similar rights;
(vii) each of the Pledged Notes constitutes, or when executed by
the obligor thereof will constitute, the legal, valid and binding
obligation of such obligor, enforceable in accordance with its terms,
except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws generally affecting creditors' rights and by equitable
principles (regardless of whether enforcement is sought in equity or at
law);
(viii) the pledge, assignment and delivery to the Pledgee of the
Securities (other than those constituting Uncertificated Securities)
pursuant to this Agreement creates a valid and, assuming such Securities
are held in the continued possession of the Collateral Agent in the State
of New York, perfected first priority Lien in the Securities and the
proceeds thereof; subject to no other Lien or to any agreement purporting
to grant to any third party a Lien on the property or assets of such
Pledgor which would include the Securities (other than Liens permitted by
Section 7.03(a) of the Credit Agreement);
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(ix) it has the unqualified right to pledge and grant a security
interest in the Partnership Interests and Membership Interests as herein
provided without the consent of any other Person, firm, association or
entity which has not been obtained;
(x) the Partnership Interests and the Membership Interests
pledged by it pursuant to this Agreement have been validly acquired and are
fully paid for and are duly and validly pledged hereunder;
(xi) it is not in default in the payment of any portion of any
mandatory capital contribution, if any, required to be made under any
partnership agreement or limited liability company agreement to which such
Pledgor is a party, and such Pledgor is not in violation of any other