FairPoint Communications 2004 Annual Report Download - page 328

11.08 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial. (a) This Agreement and the other Credit Documents and
the rights and obligations of the parties hereunder and thereunder shall be construed in accordance with and be governed by the law of the State of New
York. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York
sitting in the Borough of Manhattan or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each
Credit Party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid
courts. Each Credit Party further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by
the mailing of copies thereof by registered or certified mail, postage prepaid, to each Credit Party located outside New York City and by hand delivery to each
Credit Party located within New York City, at its address for notices pursuant to Section 11.03, such service to become effective 30 days after such
mailing. Nothing herein shall affect the right of the Administrative Agent, any Lender to serve process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.
(b) Each Credit Party hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Credit Document brought in the courts referred to in clause
(a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such
court has been brought in an inconvenient forum.
(c) Each of the parties to this Agreement hereby irrevocably waives all right to a trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Agreement, the other Credit Documents or the transactions contemplated hereby or thereby.
11.09 Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set
of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.
11.10 Effectiveness. This Agreement shall become effective on the date (the “ Effective Date”) on which each of the Borrower, the
Administrative Agent, the Syndication Agent, each Co-Documentation Agent and each Lender shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered the same (including by way of facsimile transmission) to the Administrative Agent. The Administrative Agent
will give the Borrower and each Lender prompt written notice of the occurrence of the Effective Date.
11.11 Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this Agreement.
11.12 Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated
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