FairPoint Communications 2004 Annual Report Download - page 325

time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account
of any Pledge Party against and on account of the Obligations and liabilities of such Pledge Party to such Lender under this Agreement or under any of the
other Credit Documents, including, without limitation, all interests in Obligations of such Pledge Party purchased by such Lender pursuant to Section
11.06(b), and all other claims of any nature or description arising out of or connected with this Agreement or any other Credit Document, irrespective of
whether or not such Lender shall have made any demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.
11.03 Notices. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in
writing (including telegraphic, telex, telecopier, facsimile or cable communication) and mailed, telegraphed, telexed, telecopied, faxed, cabled or delivered, if to
the Borrower at the address specified opposite its signature below, if to any Lender, at its address specified for such Lender on Annex II hereto; or, at such
other address as shall be designated by any party in a written notice to the other parties hereto. All such notices and communications shall be mailed,
telegraphed, telexed, telecopied, or cabled or sent by overnight courier, and shall be effective when received.
11.04 Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto, provided that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior
written consent of each of the Lenders. Each Lender may at any time grant participations in any of its rights hereunder or under any of the Notes to another
financial institution, provided that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other
Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender
in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such
participation, except that the participant shall be entitled to the benefits of Sections 1.10, 1A.06 and 3.04 of this Agreement to the extent that such Lender would
be entitled to such benefits if the participation had not been entered into or sold, and, provided, further, that no Lender shall transfer, grant or assign any
participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating (it being
understood that any waiver of any prepayment of, or the method of any application of any prepayment to, the Loans shall not constitute an extension of the
Maturity Date therefor), or reduce the rate or extend the time of payment of interest or Fees (except in connection with a waiver of the applicability of any post-
default increase in interest rates), or reduce the principal amount thereof, or increase such participant’s participating interest in any Commitment over the
amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a
mandatory prepayment shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral, (iii) release all or
substantially all of the Subsidiaries from the Subsidiary Guaranty (except as provided therein) or (iv) consent to the assignment or transfer by the Borrower of
any of its rights and obligations under this Agreement or any other Credit Document.
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(b) Notwithstanding the foregoing, (x) any Lender may assign all or a portion of its outstanding B Term Loans, Delayed-Draw Term
Commitments and/or Revolving Commitment and its rights and obligations hereunder (which assignment does not have to be pro rata among the Facilities) to
(i)(A) its parent company and/or any affiliate of such Lender which is at least 50% owned by such Lender or its parent company or (B) to one or more other
Lenders or any affiliate of any such other Lender which is at least 50% owned by such other Lender or its parent company ( provided that any fund that
invests in loans and is managed or advised by the same investment advisor of another fund which is a Lender (or by an affiliate of such investment advisor)
shall be treated as an affiliate of such other Lender for the purposes of this sub-clause (x)(i)(B)), or (ii) in the case of any Lender that is a fund that invests in
loans, any other fund that invests in loans and is managed and/or advised by the same investment advisor of such Lender or by an Affiliate of such
investment advisor and (y) with the consent of the Administrative Agent and, if no Default under Section 8.01 or 8.05 or Event of Default exists, the Borrower
(which consents shall not be unreasonably withheld or delayed), any Lender (or any Lender together with one or more other related Lenders) may assign all, or
if less than all, a portion equal to at least (I) in the case of Revolving Commitments, $2,500,000 in the aggregate for the assigning Lender or Lenders of such
outstanding Loans and Commitments and its or their related rights and obligations hereunder and (II) in the case of B Term Loans and Delayed-Draw B Term
Commitments, $1,000,000 in the aggregate for the assigning Lender or Lenders of such outstanding Loans and/or Commitments and its or their related rights
and obligations hereunder, to one or more Eligible Transferees (treating any fund that invests in loans and any other fund that invests in loans and is managed
and/or advised by the same investment advisor of such fund or by an Affiliate of such investment advisor of such fund or by an Affiliate of such investment
advisor as a single Eligible Transferee). If any Lender so sells or assigns all or a part of its rights hereunder or under the Notes, any reference in this
Agreement or the Notes to such assigning Lender shall thereafter refer to such Lender and to the respective assignee to the extent of their respective interests and
the respective assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such
assigning Lender. Each assignment pursuant to this Section 11.04(b) shall be effected by the assigning Lender and the assignee Lender executing an
Assignment Agreement and giving the Administrative Agent written notice thereof. At the time of any such assignment, (i) either the assigning or the assignee
Lender shall pay to the Administrative Agent a nonrefundable assignment fee of $3,500 ( provided that only one assignment fee shall be payable in respect of
any reasonably contemporaneous assignment by a Lender to any one or more funds that invest in loans and are managed and/or advised by the same
investment advisor of such Lender or by an Affiliate of such investment advisor), (ii) Annex I shall be deemed to be amended to reflect the Commitments and
Loans of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender) and of the other Lenders, and (iii) upon
surrender of the old Notes the Borrower will, at its own expense, issue new Notes to the respective assignee and to the assigning Lender in conformity with the
requirements of Section 1.05, provided, further, that such transfer or assignment will not become effective until recorded by the Administrative Agent on the
Lender Register pursuant to Section 11.16. To the extent of any assignment pursuant to this Section 11.04(b) to a Person which is not already a Lender
hereunder and which is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective
assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a
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