FairPoint Communications 2002 Annual Report Download - page 398

material provisions of any partnership agreement or limited liability
company agreement to which such Pledgor is a party, or otherwise in default
or violation thereunder, no Partnership Interest or Membership Interest is
subject to any defense, offset or counterclaim, nor have any of the
foregoing been asserted or alleged against such Pledgor by any Person with
respect thereto and as of the Closing Date, there are no certificates,
instruments, documents or other writings (other than the partnership
agreements and certificates, if any, delivered to the Collateral Agent)
which evidence any Partnership Interest or Membership Interest of such
Pledgor;
(xii) the pledge and assignment of the Partnership Interests and
the Membership Interests pursuant to this Agreement, together with the
relevant filings, consents or recordings (which filings, consents and
recordings have been made or obtained), creates a valid, perfected and
continuing first security interest in such Partnership Interests and
Membership Interest and the proceeds thereof; subject to no prior lien or
encumbrance or to any agreement purporting to grant to any third party a
lien or encumbrance on the property or assets of such Pledgor which would
include the Collateral;
(xiii) there are no currently effective financing statements under
the UCC covering any property which is now or hereafter may be included in
the Collateral and such Pledgor will not, without the prior written consent
of the Pledgee, execute and, until the Termination Date (as hereinafter
defined), there will not ever be on file in any public office, any
enforceable financing statement or statements covering any or all of the
Collateral, except financing statements filed or to be filed in favor of
the Pledgee as secured party;
(xiv) it shall give the Pledgee prompt notice of any written claim
relating to the Collateral and shall deliver to the Pledgee a copy of each
other demand, notice or document received by it which may adversely affect
the Pledgee's interest in the Collateral promptly upon, but in any event
within 10 days after, such Pledgor's receipt thereof;
(xv) it shall not withdraw as a partner of any Pledged
Partnership or member of any Pledged LLC, or file or pursue or take any
action which may, directly or indirectly, cause a dissolution or
liquidation of or with respect to any Pledged Partnership or
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Pledged LLC or seek a partition of any property of any Pledged Partnership
or Pledged LLC, except as permitted by the Credit Agreement;
(xvi) as of the date hereof; all of its Partnership Interests and
Membership Interests are uncertificated and each Pledgor covenants and
agrees that it will not approve of any action by any Pledged Partnership or
Pledged LLC to convert such uncertificated interests into certificated
interests;
(xvii) it will take no action which would violate or be
inconsistent with any of the terms of any Secured Debt Agreement, or which
would have the effect of impairing the position or interests of the Pledgee
or any other Secured Creditor under any Secured Debt Agreement except as
permitted by the Credit Agreement; and
(xviii) "control" (as defined in Section 8-106 of the UCC) has been
obtained by the Pledgee over all of such Pledgor's Collateral consisting of
Securities (including, without limitation, Notes which are Securities) with
respect to which such "control" may be obtained pursuant to Section 8-106
of the UCC, except to the extent that the obligation of the applicable
Pledgor to provide the Pledgee with "control" of such Collateral has not
yet arisen under this Agreement; PROVIDED that in the case of the Pledgee
obtaining "control" over Collateral consisting of a Security Entitlement,
such Pledgor shall have taken all steps in its control so that the Pledgee