FairPoint Communications 2004 Annual Report Download - page 326

Section 3.04 Certificate) described in Section 3.04(b). To the extent that an assignment pursuant to this Section 11.04(b) would, at the time of such
assignment, result in increased costs under Section 1.10 or 3.04 from those being charged by the respective assigning Lender prior to such assignment, then
the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described
above resulting from changes after the date of the respective assignment). Nothing in this clause (b) shall prevent or prohibit any Lender from pledging its
Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank and, with prior written notice to
the Administrative Agent, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its trustee or to a collateral agent or to another
creditor providing credit or credit support to such Lender in support of its obligations to such trustee, such collateral agent or a holder of, or any other
representative of a holder of, such obligations, or such other creditor, as the case may be; provided that no such pledge shall release the transferor Lender from
any of its obligations hereunder or substitute any such trustee, collateral agent or other assignee for such Lender as a party hereto.
(c) Notwithstanding any other provisions of this Section 11.04, no transfer or assignment of the interests or obligations of any
Lender hereunder or any grant of participation therein shall be permitted if such transfer, assignment or grant would require the Borrower or any of its
Subsidiaries to (i) file a registration statement with the SEC, (ii) qualify the Loans under the “Blue Sky” laws of any State or (iii) integrate such transfer or
assignment with a separate securities offering of securities of the Borrower or any of its Subsidiaries.
(d) Each Lender initially party to this Agreement hereby represents, and each Person that became a Lender pursuant to an assignment
permitted by this Section 11 will, upon its becoming party to this Agreement, represent that it is an Eligible Transferee which makes or invests in loans in the
ordinary course and that it will make or acquire Loans for its own account in the ordinary course, provided that subject to the preceding clauses (a) and (b),
the disposition of any promissory notes or other evidences of or interests in Indebtedness held by such Lender shall at all times be within its exclusive control.
(e) Any Lender which assigns all of its Commitments and/or Obligations hereunder in accordance with Section 11.04(b) shall cease
to constitute a “Lender” hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11,
1A.06, 3.04, 11.01 and 11.06), which shall survive as to such assigning Lender.
11.05 No Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right,
power or privilege hereunder or under any other Credit Document and no course of dealing between any Credit Party and the Administrative Agent or any
Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document
preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice
to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances
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