FairPoint Communications 2002 Annual Report Download - page 403

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 any Pledgor in any other jurisdiction.
(b) Each NSG Pledgor hereby irrevocably waives 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
Agreement or any other Credit Document 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 Pledgor and the Pledgee hereby irrevocably waive all
right to a trial by jury in any action, proceeding or counterclaim arising out
of or relating to this Agreement, the other Credit Documents or the transactions
contemplated hereby or thereby.
24. ADDITIONAL PLEDGORS. It is understood and agreed that any
Subsidiary of the Borrower that is required to execute a counterpart of this
Agreement pursuant to the Credit Agreement shall become a Pledgor hereunder by
executing a counterpart hereof and delivering the same to the Pledgee and
Annexes A, B, C and D will be modified at such time in a manner acceptable to
the Pledgee to give effect to such additional Pledgor.
25. COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with each
Pledgor and the Pledgee.
26. CONTRIBUTION. At any time a payment is made by any Pledgor
(other than the Borrower) (each, a "SUBSIDIARY PLEDGOR") in respect of the
Obligations from the proceeds of any sale or other disposition of Collateral
owned by such Subsidiary Pledgor (each, a "RELEVANT PAYMENT"), the right of
contribution of each Subsidiary Pledgor hereunder against each other such
Subsidiary Pledgor shall be determined as provided in the immediately following
sentence, with the right of contribution of each Subsidiary Pledgor to be
revised and restated as of each date on which a Relevant Payment is made. At any
time that a Relevant Payment is made by a Subsidiary Pledgor that results in the
aggregate payments made by such Subsidiary Pledgor hereunder in respect of the
Obligations to and including the date of the Relevant Payment exceeding such
Subsidiary Pledgor's Contribution Percentage (as defined below) of the aggregate
payments made by all Subsidiary Pledgors hereunder in respect of the Obligations
from the proceeds of any sale or other disposition of Collateral owned by the
Subsidiary Pledgors to and including the date of the Relevant Payment (such
excess, the "AGGREGATE EXCESS AMOUNT"), each such Subsidiary Pledgor shall have
a right of contribution against each other Subsidiary Pledgor who has made (or
whose Collateral has been used to make) payments hereunder in respect of the
Obligations to and including the date of the Relevant Payment in an aggregate
amount less than such other Subsidiary Pledgor's Contribution Percentage of the
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aggregate payments made to and including the date of the Relevant Payment by all
Subsidiary Pledgors hereunder in respect of the Obligations from the proceeds of
any sale or other disposition of Collateral owned by the Subsidiary Pledgors
(the aggregate amount of such deficit, the "AGGREGATE DEFICIT AMOUNT") in an
amount equal to (x) a fraction the numerator of which is the Aggregate Excess
Amount of such Subsidiary Pledgor and the denominator of which is the Aggregate
Excess Amount of all Subsidiary Pledgors multiplied by (y) the Aggregate Deficit
Amount of such other Subsidiary Pledgor. A Subsidiary Pledgor's right of
contribution pursuant to the preceding sentences shall arise at the time of each
computation, subject to adjustment to the time of any subsequent computation;
PROVIDED, that no Subsidiary Pledgor may take any action to enforce such right
until the Obligations have been paid in full and the Total Commitment has been
terminated, it being expressly recognized and agreed by all parties hereto that