FairPoint Communications 2002 Annual Report Download - page 269

opinion of the Required Lenders, has had, or is reasonably likely to have, a
Material Adverse Effect; or
8.07 PLEDGE AGREEMENT. (a) Except in each case to the extent
resulting from the negligent or willful failure of the Collateral Agent to
continue to hold certificated Collateral under the Pledge Agreement, the Pledge
Agreement shall cease to be, in any material respect, in full farce and effect,
or shall cease, in any material respect, to give the Collateral Agent the Liens,
powers and privileges purported to be created thereby in favor of the Collateral
Agent, or (b) any Credit Party shall default in the due performance or
observance of any material term, covenant or agreement on its part to be
performed or observed pursuant to the Pledge Agreement and such default shall
continue for 15 or more days after written notice to the respective Credit Party
by the Administrative Agent; or
8.08 SUBSIDIARY GUARANTY. The Subsidiary Guaranty of any Subsidiary
Guarantor or any material provision thereof shall cease to be in full force and
effect, or any Subsidiary Guarantor or any Person acting by or on behalf of such
Subsidiary Guarantor shall deny or disaffirm such Subsidiary Guarantor's
obligations under the Subsidiary Guaranty; or
8.09 JUDGMENTS. One or more judgments or decrees shall be entered
against the Borrower or any of its Subsidiaries involving a liability (to the
extent not paid or covered by insurance) in excess of $5.0 million in the
aggregate for all such judgments and decrees for the Borrower and its
Subsidiaries and all such judgments and decrees in excess of such amount shall
not have been vacated, discharged or stayed or bonded pending appeal within 60
days from the entry thereof;
then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Lenders, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent or any Lender to enforce its claims against any Subsidiary
Guarantor or the Borrower, except as otherwise specifically provided for in this
Agreement (PROVIDED that, if an Event of Default specified in Section 8.05 shall
occur with respect to the Borrower, the result which would occur upon the giving
of written notice by the Administrative Agent as specified in clauses (i) and
(ii) below shall occur automatically without the giving of any such notice): (i)
declare the Total Commitment terminated, whereupon the Commitment of each Lender
shall forthwith terminate immediately and any Fees shall forthwith become due
and payable without any other notice of any kind; (ii) declare the principal of
and any accrued interest in respect of all Loans and all obligations owing
hereunder to be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower; (iii) enforce, as Collateral Agent (or direct
the Collateral Agent to enforce), any and all of the Liens and rights created
pursuant to the Pledge Agreement; (iv) terminate any Letter of Credit which may
be terminated in accordance with its terms; and (v) direct the Borrower to pay
(and the Borrower hereby agrees upon receipt of such notice, or upon the
occurrence of any Event of Default specified in Section 8.05 in respect of the
Borrower, it will pay) to the Collateral Agent at the Payment Office such
additional amounts of cash and/or Cash Equivalents, to be held in a cash
collateral account as security for the Borrower's reimbursement obligations in
respect of Letters of Credit then outstanding equal to the aggregate Stated
Amount of all Letters of Credit then outstanding (LESS any amount thereof as to
which Section 1A.01(c) Arrangements are in place).
SECTION 9. DEFINITIONS. As used herein, the following terms shall have
the meanings herein specified unless the context otherwise requires. Defined
terms in this Agreement shall include in the singular number the plural and in
the plural the singular:
"A TERM COMMITMENT" shall mean, with respect to each Lender, the