FairPoint Communications 2009 Annual Report Download - page 244

(b) no consent of any Person (including, without limitation, any of its equity holders or creditors), and no action of, or filing with,
any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the execution, delivery and
performance of this Agreement;
(c) this Agreement has been duly executed and delivered on its behalf by a duly authorized officer, and constitutes its legal, valid and
binding obligation enforceable in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws
affecting the enforcement of creditors’ rights generally and the exercise of judicial discretion in accordance with general principles of equity;
(d) no Default or Event of Default shall have occurred and be continuing; and
(e) the execution, delivery and performance of this Agreement will not violate any law, statute or regulation, or any order or decree of
any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute a default under, any contractual obligation of any
Credit Party or any of its Subsidiaries.
SECTION 4. Affirmation of Guarantors. Each Guarantor hereby approves and consents to this Agreement and the transactions
contemplated by this Agreement and agrees and affirms that its guarantee of the Obligations continues to be in full force and effect and is hereby ratified and
confirmed in all respects and shall apply to (i) the Credit Agreement and (ii) all of the other Credit Documents, as such are amended, restated, supplemented or
otherwise modified from time to time in accordance with their terms.
SECTION 5. Ratification.
(a) Except as herein agreed, the Credit Agreement and the other Credit Documents remain in full force and effect and are hereby
ratified and affirmed by the Credit Parties. Each of the Credit Parties hereby (i) confirms and agrees that the Borrowers are truly and justly indebted to the
Administrative Agent and the Lenders in the aggregate amount of the Obligations without defense, counterclaim or offset of any kind whatsoever, and
(ii) reaffirms and admits the validity and enforceability of the Credit Agreement and the other Credit Documents.
(b) This Agreement shall be limited precisely as written and, except as expressly provided herein, shall not be deemed (i) to be a
consent granted pursuant to, or a waiver, modification or forbearance of, any term or condition of the Credit Agreement or any of the instruments or
agreements referred to therein or a waiver of any Default or Event of Default under the Credit Agreement, whether or not known to the Administrative Agent or
any of the Lenders, or (ii) to prejudice any right or remedy which the Administrative Agent or any of the Lenders may now have or have in the future against
any Person under or in connection with the Credit Agreement, any of the instruments or agreements referred to therein or any of the transactions contemplated
thereby.
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