OUTSIDE THE
ORDINARY COURSE OF BUSINESS, OTHER THAN (X) THE COMMENCEMENT OF THE CASES,
(Y) THE INCURRENCE OF INDEBTEDNESS IN RESPECT OF DEBTOR-IN-POSSESSION FINANCING
ON THE TERMS SET FORTH IN EXHIBIT D HERETO OR (Z) DISPOSITIONS OF ASSETS WITH AN
AGGREGATE FAIR MARKET VALUE NOT IN EXCESS OF $5,000,000 FOR ALL SUCH
DISPOSITIONS;
5
(J)
AN EXTRAORDINARY EVENT OCCURS THAT IS
NOT CONTEMPLATED IN THE COMPANY'S BUSINESS PLAN PROVIDED TO THE CONSENTING
LENDERS PRIOR TO THE DATE HEREOF, AND SUCH EVENT HAS A MATERIAL ADVERSE EFFECT
ON THE BUSINESS, ASSETS, FINANCIAL CONDITION OR PROSPECTS OF THE COMPANY;
(K)
THE MATERIAL BREACH BY THE COMPANY OF ANY
OF THE UNDERTAKINGS, REPRESENTATIONS, WARRANTIES OR COVENANTS OF THE COMPANY SET
FORTH IN THIS AGREEMENT AND SUCH BREACH SHALL CONTINUE UNREMEDIED BY THE COMPANY
FOR A PERIOD OF FIVE (5) BUSINESS DAYS AFTER NOTICE THEREOF HAS BEEN GIVEN BY A
CONSENTING LENDER TO FAIRPOINT;
(L)
THE BANKRUPTCY COURT GRANTS RELIEF THAT
IS INCONSISTENT WITH THIS AGREEMENT OR THE PLAN AND SUCH INCONSISTENT RELIEF IS
NOT DISMISSED, VACATED OR MODIFIED TO BE CONSISTENT WITH THIS AGREEMENT AND THE
PLAN WITHIN (5) BUSINESS DAYS AFTER NOTICE THEREOF HAS BEEN GIVEN BY A
CONSENTING LENDER TO FAIRPOINT; OR
(M)
THERE SHALL OCCUR ANY OF THE FOLLOWING EVENTS
AFTER THE DATE HEREOF:
(X) THE REVOCATION OR REMOVAL OF THE OPERATING LICENSE
OF FAIRPOINT OR ANY OF ITS SUBSIDIARIES BY THE PUC OR THE FCC IN A STATE WHERE
THE COMPANY HAS MATERIAL OPERATIONS OR CONDUCTS A MATERIAL AMOUNT OF BUSINESS OR
(Y) THE ENTRY OF ANY ORDER OR THE TAKING OF ANY OTHER ACTION BY THE PUC OR THE
FCC THAT MATERIALLY IMPAIRS THE ABILITY OF THE COMPANY TO OPERATE ITS BUSINESS
IN THE MANNER IN WHICH IT OPERATES ON THE DATE HEREOF, AND IN THE CASE OF EACH
OF CLAUSES (X) AND (Y), SUCH ACTION BY THE PUC OR THE FCC IS NOT STAYED,
REVERSED OR VACATED WITHIN FIFTEEN (15) DAYS AFTER THE OCCURRENCE THEREOF.
THE COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT THE TERMINATION OF THIS
AGREEMENT AND THE OBLIGATIONS HEREUNDER AS A RESULT OF A CONSENTING LENDER
TERMINATION EVENT, AND ANY NOTICE PROVIDED BY ANY CONSENTING LENDER TO FAIRPOINT
PURSUANT ANY OF THE PROVISIONS OF THIS SECTION 5.01, WILL NOT VIOLATE THE
AUTOMATIC STAY.
5.02.
COMPANY TERMINATION EVENTS. THIS AGREEMENT AND THE
OBLIGATIONS HEREUNDER SHALL BE TERMINATED, UNLESS WAIVED BY THE COMPANY, UPON
THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS (EACH A "COMPANY TERMINATION
EVENT"; AND TOGETHER WITH THE CONSENTING LENDER TERMINATION EVENTS, EACH AN
"AGREEMENT TERMINATION EVENT" AND COLLECTIVELY, THE "AGREEMENT TERMINATION
EVENTS") BY THE GIVING OF WRITTEN NOTICE THEREOF TO THE CONSENTING LENDERS:
(A)
IF ANY OF THE COVENANTS OF THE CONSENTING
LENDERS IN THIS AGREEMENT IS MATERIALLY BREACHED BY ANY CONSENTING LENDER, AND
SUCH BREACH (X) IS NOT CURED WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF
WRITTEN NOTICE FROM FAIRPOINT TO THE CONSENTING LENDERS OF SUCH BREACH AND
(Y) HAS A MATERIAL ADVERSE EFFECT ON THE COMPANY OR ITS ABILITY