FairPoint Communications 2004 Annual Report Download - page 399

11. BENEFIT AND BINDING EFFECT . This Guaranty shall be binding upon each Guarantor and its successors and assigns and shall
inure to the benefit of the Secured Creditors and their successors and assigns to the extent permitted under the Credit Agreement or the respective Secured
Interest Rate Agreement.
12. AMENDMENTS; WAIVERS. Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated
except with the written consent of each Guarantor directly affected thereby (it being understood that the addition or release of any Guarantor hereunder shall not
constitute a change, waiver, discharge or termination affecting any Guarantor other than the Guarantor so added or released) and with the written consent of
either (x) the Required Lenders (or, to the extent required by Section 11.12 of the Credit Agreement, with the written consent of each Lender) at all times prior to
the time at which all Credit Document Obligations have been paid in full or (y) the holders of a majority of the outstanding Interest Rate Obligations at all times
after the time at which all Credit Document Obligations have been paid in full; provided, that any change, waiver, modification or variance affecting the rights
and benefits of a single Class (as defined below) of Secured Creditors (and not all Secured Creditors in a like or similar manner) shall also require the written
consent of the Requisite Creditors (as defined below) of such Class of Secured Creditors. For the purpose of this Guaranty, the term “ Class” shall mean each
class of Secured Creditors, i.e., whether (x) the Lender Creditors as the holders of the Credit Document Obligations or (y) the Interest Rate Creditors as the
holders of the Interest Rate Obligations. For the purpose of this Guaranty, the term “ Requisite Creditors” of any Class shall mean (x) with respect to the Credit
Document Obligations, the Required Lenders (or, to the extent required by Section 11.12 of the Credit Agreement, each Lender) and (y) with respect to the
Interest Rate Obligations, the holders of a majority of all Interest Rate Obligations outstanding from time to time under the Secured Interest Rate Agreements.
13. SET OFF. In addition to any rights now or hereafter granted under applicable law (including, without limitation, Section 151 of the
New York Debtor and Creditor Law) and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default
(such term to mean and include any “Event of Default” as defined in the Credit Agreement and any payment default under any Secured Interest Rate Agreement
continuing after any applicable grace period), each Secured Creditor is hereby authorized, at any time or from time to time, without notice to any Guarantor or
to any other Person, any such notice being expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other
indebtedness at any time held or owing by such Secured Creditor to or for the credit or the account of such Guarantor, against and on account of the
obligations and liabilities of such Guarantor to such Secured Creditor under this Guaranty, irrespective of whether or not such Secured Creditor shall have
made any demand hereunder and although said obligations, liabilities, deposits or claims, or any of them, shall be contingent or unmatured. Each Secured
Creditor (by its acceptance of the benefits hereof) acknowledges and agrees (i) to promptly notify the relevant Guarantor after any such set-off and application,
provided that the failure to give such notice shall not affect the validity of such set-off and application, and (ii) that the provisions of this Section 13 are
subject to the sharing provisions set forth in Section 11.06 of the Credit Agreement.
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