FairPoint Communications 2004 Annual Report Download - page 394

4. WAIVERS BY GUARANTORS. (a) Each Guarantor hereby waives notice of acceptance of this Guaranty and notice of the
existence, creation or incurrence of any new or additional liability to which it may apply, and waives promptness, diligence, presentment, demand of
payment, demand for performance, protest, notice of dishonor or nonpayment of any such liabilities, suit or taking of other action by the Administrative
Agent or any other Secured Creditor against, and any other notice to, any party liable thereon (including such Guarantor, any other Guarantor, any other
guarantor or the Borrower) and each Guarantor further hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed
Obligations and notice or proof of reliance by any Secured Creditor upon this Guaranty, and the Guaranteed Obligations shall conclusively be deemed to have
been created, contracted or incurred, or renewed, extended, amended, modified, supplemented or waived, in reliance upon this Guaranty.
(b) Each Guarantor waives any right to require the Secured Creditors to: (i) proceed against the Borrower, any other Guarantor, any
other guarantor of the Guaranteed Obligations or any other party; (ii) proceed against or exhaust any security held from the Borrower, any other Guarantor,
any other guarantor of the Guaranteed Obligations or any other party; or (iii) pursue any other remedy in the Secured Creditors’ power whatsoever. Each
Guarantor waives any defense based on or arising out of any defense of the Borrower, any other Guarantor, any other guarantor of the Guaranteed Obligations
or any other party other than payment in full in cash of the Guaranteed Obligations, including, without limitation, any defense based on or arising out of the
disability of the Borrower, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other party, or the unenforceability of the
Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment in full in cash
of the Guaranteed Obligations. The Secured Creditors may, at their election and in accordance with the security documents governing same, foreclose on any
collateral serving as security held by the Administrative Agent, the Collateral Agent or the other Secured Creditors by one or more judicial or nonjudicial sales,
whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or
remedy the Secured Creditors may have against the Borrower or any other party, or any security, without affecting or impairing in any way the liability of any
Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. Each Guarantor waives any defense arising out of any
such election by the Secured Creditors, even though such election operates to impair or extinguish any right of reimbursement, contribution, indemnification or
subrogation or other right or remedy of such Guarantor against the Borrower, any other Guarantor, any other guarantor of the Guaranteed Obligations or any
other party or any security.
(c) Each Guarantor hereby waives the benefits of any statute of limitations affecting its liability hereunder or the enforcement thereof.
Any payment by the Borrower or other circumstance which operates to toll any statute of limitations as to the Borrower shall operate to toll the statute of
limitations as to each Guarantor.
(d) Each Guarantor has knowledge and assumes all responsibility for being and keeping itself informed of the Borrower’s and each
other Guarantor’s financial condition, affairs and assets, and of all other circumstances bearing upon the risk of nonpayment of the
4