FairPoint Communications 2004 Annual Report Download - page 330

or waive any provision of Section 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent and (z)
without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as
contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.12(a), the consent of the Required Lenders is obtained but the consent of
one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders
whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders
(or, at the option of the Borrower if the respective Lender’s consent is required with respect to less than all Facilities of Loans (or related Commitments), to
replace only the Revolving Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual
consent) with one or more Replacement Lenders pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Lender consents to
the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Commitment (if such Lender’s consent is
required as a result of its Revolving Commitment) and/or repay each Facility of outstanding Loans of such Lender which gave rise to the need to obtain such
Lender’s consent and/or cash collateralize its applicable Percentage of the Letter of Credit of Outstandings, in accordance with Sections 2.02(b) and/or
3.02(A)(a), provided that, unless the Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately
replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in
each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving
effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its
Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender)
pursuant to the second proviso to Section 11.12(a).
(c) Notwithstanding anything to the contrary contained in clause (a) above of this Section 11.12, the Borrower, the Administrative
Agent and each Incremental B Term Lender may, in accordance with the provisions of Section 1.14, enter into an Incremental B Term Commitment
Agreement, provided that after the execution and delivery by the Borrower, the Administrative Agent and each such Incremental B Term Lender of such
Incremental B Term Commitment Agreement, such Incremental B Term Commitment Agreement may thereafter only be modified in accordance with the
requirements of clause (a) above of this Section 11.12.
11.13 Survival. All indemnities set forth herein including, without limitation, in Section 1.10, 1.11, 3.04, 10.06 or 11.01 shall survive
the execution and delivery of this Agreement and the making and repayment of the Loans.
11.14 Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any branch office, subsidiary or
affiliate of such Lender, provided that the Borrower shall not be responsible for costs arising under Section 1.10 or 3.04 resulting from any
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