FairPoint Communications 2002 Annual Report Download - page 157

SECTION 10.04 WAIVER OF SUBROGATION. Each Note Guarantor hereby irrevocably
waives any claim or other rights that it may now or hereafter acquire against
the Company that arise from the existence, payment, performance or enforcement
of the Company's obligations under the Securities and this Indenture or such
Note Guarantor's obligations under its Note Guarantee and this Indenture,
including any right of subrogation, reimbursement, exoneration, indemnification,
and any right to participate in any claim or remedy of any Holder against the
Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, until this Indenture is discharged and all of
the Securities and other Guaranteed Obligations are discharged and paid in full.
If any amount shall be paid to a Note Guarantor in violation of the preceding
sentence and the Securities and other Guaranteed Obligations shall not have been
paid in full, such amount shall have been deemed to have been paid to such Note
Guarantor for the benefit of, and held in trust for the benefit of, the Holders
of the Securities, and shall forthwith be paid to the Trustee for the benefit of
the Holders to be credited and applied upon the Securities, whether matured or
unmatured, in accordance with the terms of this Indenture.
SECTION 10.05 NOTATION NOT REQUIRED. Neither the Company nor any Note
Guarantor shall be required to make a notation on the Securities to reflect any
Note Guarantee or any release, termination or discharge thereof.
SECTION 10.06 SUCCESSORS AND ASSIGNS OF THE NOTE GUARANTORS. All covenants
and agreements in this Indenture by each Note Guarantor shall bind its
respective successors and assigns, whether so expressed or not.
SECTION 10.07 EXECUTION AND DELIVERY OF NOTE GUARANTEES. The Company shall
cause each Restricted Subsidiary that is required to become a Note Guarantor
pursuant to Section 4.10 to execute and deliver to the Trustee a supplemental
indenture substantially in the form set forth in Exhibit B to this Indenture
evidencing its Note Guarantee on the terms and subject to the conditions set
forth in this Article X. Concurrently therewith, the Company shall deliver to
the Trustee an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee to the effect that such supplemental indenture has been duly
authorized, executed and delivered by such Restricted Subsidiary and that,
subject to the applicable bankruptcy, insolvency, fraudulent transfer,
fraudulent conveyance, reorganization, moratorium and other laws now or
hereafter in effect affecting creditors' rights or remedies generally and
general principles of equity, whether considered in a proceeding at law or at
equity, such supplemental indenture is a valid and binding agreement of such
Restricted Subsidiary, enforceable against such Restricted Subsidiary in
accordance with its terms.
SECTION 10.08 NOTICES. Notice to any Note Guarantor shall be sufficient if
addressed to the Company or such Note Guarantor in care of the Company at the
address, and place and in the manner provided in Section 11.02.
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ARTICLE XI
MISCELLANEOUS
SECTION 11.01 TRUST INDENTURE ACT CONTROLS. If any provision of this
Indenture limits, qualifies or conflicts with another provision that is required
to be included in this Indenture by the TIA, the required provision shall
control.
SECTION 11.02 NOTICES. Any notice or communication shall be in writing and
delivered in person or mailed by first class mail or sent by facsimile (with a
hard copy delivered in person or by mail promptly thereafter) and addressed as
follows:
if to the Company:
FairPoint Communications, Inc.