FairPoint Communications 2004 Annual Report Download - page 368

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);
(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
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 Initial Borrowing 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
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