FairPoint Communications 2002 Annual Report Download - page 155

acceleration or otherwise, of all monetary obligations of the Company under this
Indenture and the Securities, whether for principal or premium (if any) of, or
interest on, the Securities (all such obligations guaranteed by such Note
Guarantors being herein called the "GUARANTEED OBLIGATIONS"). Failing payment
when due of any amount so guaranteed (after giving effect to any applicable cure
period), each Note Guarantor shall be obligated to pay or cause the payment of
the same immediately.
Any term or provision of this Indenture notwithstanding, each Note
Guarantee shall not exceed the maximum amount that can be guaranteed by the
applicable Note Guarantor without rendering the Note Guarantee, as it relates to
such Note Guarantor, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.
(b) FURTHER AGREEMENTS OF ANY NOTE GUARANTOR.
(i) Each Note Guarantor from time to time party hereto hereby waives
(to the fullest extent permitted by law) the benefit of diligence,
presentment, demand of payment, filing of claims with a court in the event
of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands
whatsoever and covenants that (except as
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otherwise provided in Section 10.03) its Note Guarantee will not be
discharged except by complete performance of the obligations contained in
the Securities, this Indenture and its Note Guarantee. Such Note Guarantee
is a guarantee of payment and not of collection. Each Note Guarantor
further agrees (to the fullest extent permitted by law) that, as between
it, on the one hand, and the Holders of Securities and the Trustee, on the
other hand, subject to this Article X, (1) the maturity of the obligations
guaranteed by its Note Guarantee may be accelerated as and to the extent -
provided in Article VI for the purposes of such Note Guarantee
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed by such Note
Guarantee, and (2) in the event of any - acceleration of such obligations
as provided in Article VI, such obligations (whether or not due and
payable) shall forthwith become due and payable by such Note Guarantor in
accordance with the terms of this Section 10.01 for the purpose of such
Note Guarantee. Neither the Trustee nor any other Person shall have any
obligation to enforce or exhaust any rights or remedies or to take any
other steps under any security for the Guaranteed Obligations or against
the Company or any other Person or any property of the Company or any other
Person before the Trustee or any Holder is entitled to demand payment and
performance by any or all Note Guarantors of their obligations under their
respective Note Guarantees or under this Indenture.
(ii) Until terminated in accordance with Section 10.03, any Note
Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Company for
liquidation or reorganization, should the Company become insolvent or make
an assignment for the benefit of creditors or should a receiver or trustee
be appointed for all or any significant part of the Company's assets, and
shall, to the fullest extent permitted by law, continue to be effective or
be reinstated, as the case may be, if at any time payment and performance
of the Securities are, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee on such
Securities, whether as a "voidable preference," "fraudulent transfer" or
otherwise, all as though such payment or performance had not been made. In
the event that any payment, or any part thereof, is rescinded, reduced,
restored or returned, the Securities shall, to the fullest extent permitted
by law, be reinstated and deemed reduced only by such amount paid and not
so rescinded, reduced, restored or returned.
(c) Each Note Guarantor that makes a payment or distribution under any Note