FairPoint Communications 2004 Annual Report Download - page 403

based on the payments made hereunder by the remaining Guarantors. All parties hereto recognize and agree that, except for any right of contribution arising
pursuant to this Section 19, each Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or
subrogation against any other Guarantor in respect of such payment until all of the Guaranteed Obligations have been irrevocably paid in full in cash. Each of
the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such
contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent that after giving effect to such
waiver such Guarantor would remain solvent, in the determination of the Required Lenders.
20. LIMITATION ON GUARANTEED OBLIGATIONS. Each Guarantor and each Secured Creditor (by its acceptance of the benefits of
this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured
Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be
limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are
relevant under such laws (it being understood that it is the intention of the parties to this Guaranty and the parties to any guaranty of the Permitted Senior
Subordinated Notes that, to the maximum extent permitted under applicable laws, the liabilities in respect of the guarantees of the Permitted Senior
Subordinated Notes shall not be included for the foregoing purposes and that, if any reduction is required to the amount guaranteed by any Guarantor
hereunder and with respect to the Permitted Senior Subordinated Notes that its guarantee of amounts owing in respect of the Permitted Senior Subordinated
Notes shall first be reduced) and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such
Guarantor and the other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent
transfer or conveyance. Notwithstanding the provisions of the two preceding sentences, as between the Secured Creditors and the holders of the Permitted
Senior Subordinated Notes, unless the Agents otherwise agree in their sole discretion, it is agreed (and upon execution and delivery of any Permitted Senior
Subordinated Notes Indentures, the provisions thereof shall so provide) that any diminution (whether pursuant to court decree or otherwise) of any
Guarantor’s obligation to make any distribution or payment pursuant to this Guaranty shall have no force or effect for purposes of the subordination
provisions contained in the Permitted Senior Subordinated Notes Indentures, and that any payments received in respect of a Guarantor’s obligations with
respect to the Permitted Senior Subordinated Notes shall be turned over to the holders of the “senior debt” of such Guarantor (or obligations which would have
constituted “senior debt” of such Guarantor if same had not been reduced or disallowed and which “senior debt” shall be calculated as if there were no
diminution thereto pursuant to this Section 20 or for any other reason other than the irrevocable payment in full in cash of the respective obligations which
would otherwise have constituted “senior debt” of such Guarantor) until all such “senior debt” (or obligations which would have constituted “senior debt” of
such Guarantor if same had not been reduced or disallowed) has been irrevocably paid in full in cash.
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