FairPoint Communications 2004 Annual Report Download - page 401

Guarantor hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or
proceeding commenced hereunder or under any other Credit Document to which such Guarantor is a party that such service of process was in any way invalid
or ineffective. Nothing herein shall affect the right of any of the Secured Creditors to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against each Guarantor in any other jurisdiction.
(b) Each Guarantor hereby irrevocably waives (to the full extent permitted by applicable law) 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 Guaranty or any other Credit
Document to which such Guarantor is a party 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 such action or proceeding brought in any such court has been brought in an inconvenient forum.
(c) EACH GUARANTOR AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS
GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS GUARANTY, THE OTHER CREDIT DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
17. TERMINATION. After the Termination Date (as defined below), but subject to Section 15, this Guaranty shall terminate (provided
that all indemnities set forth herein shall survive any such termination) and the Administrative Agent, at the request and expense of the respective Guarantor,
will execute and deliver to such Guarantor a proper instrument or instruments acknowledging the satisfaction and termination of this Guaranty as provided
above. As used in this Guaranty, “Termination Date” shall mean the date upon which the Total Commitment and all Secured Interest Rate Agreements have
been terminated, no Note or Letter of Credit under the Credit Agreement is outstanding (and all Loans have been paid in full) and all other Obligations (as
defined in the Credit Agreement) have been paid in full (other than arising from indemnities for which no request has been made).
18. RELEASE OF LIABILITY OF GUARANTOR UPON SALE OR DISSOLUTION . In the event that all of the capital stock or other
equity interests of one or more Guarantors is sold or otherwise disposed of (including by way of the merger or consolidation of such Guarantor with or into
another Person) or liquidated, in any such case in compliance with the requirements of Section 7.02 of the Credit Agreement (or such sale, other disposition or
liquidation has been approved in writing by the Required Lenders (or all the Lenders if required by Section 11.12 of the Credit Agreement)) and the proceeds of
such sale, disposition or liquidation are applied in accordance with the provisions of the Credit Agreement, to the extent applicable, such Guarantor shall,
upon consummation of such sale or other disposition (except to the extent that such sale or disposition is to the Borrower or a Subsidiary thereof), be released
from this Guaranty automatically and without further action and this Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no
further force or effect (it being understood
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