FairPoint Communications 2004 Annual Report Download - page 329

unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Lenders, provided that no such change, waiver,
discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case
of the following clauses (i) and (vii)), (i) extend the final scheduled maturity of any Loan or Note (it being understood that any waiver of any prepayment of,
or the method of application of any prepayment to, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of
interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees, or reduce (or forgive) the principal amount
thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that waivers or modifications of conditions
precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment
of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such
Lender), (ii) amend, modify or waive any provision of this Section 11.12 (except for technical amendments with respect to additional extensions of credit
pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial B Term Loans and the
Revolving Commitments on the Initial Borrowing Date), (iii) reduce the percentage specified in, or (except to give effect to any additional facilities hereunder)
otherwise modify, the definition of Required Lenders, (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this
Agreement, (v) release all or substantially all of the Collateral, (vi) release all or substantially all of the Subsidiaries from the Subsidiary Guaranty (except as
provided therein), or (vii) alter the requirements set forth in Sections 3.02(B) and 11.06 that certain payments with respect to Loans under a given Facility be
applied or distributed on a pro rata basis to the holders of such Loans; provided, further, that no such change, waiver, discharge or termination shall, (t)
except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans
and RF Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Facility which is being allocated a lesser
prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments
(or commitment reduction), as between the various Facilities, pursuant to Sections 3.02(A)(b) through (g) and Section 2.03(c) or (e), as applicable (it being
understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the
application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered),
(u) without the consent of the Majority Lenders of the respective Facility affected thereby, amend the definition of Majority Lenders (it being understood that,
with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority
Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) without the written consent of
the Required RF Lenders, amend, modify or waive any condition precedent set forth in Section 4.02 or 4.03 with respect to the making of RF Loans, Swingline
Loans or the issuance of Letters of Credit, (w) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 1A or alter
its rights or obligations with respect to Letters of Credit, (x) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline
Loans, (y) without the consent of the respective Agent, amend, modify
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