FairPoint Communications 2004 Annual Report Download - page 217

(i) on any date for determining the Eurodollar Rate for any Interest Period that, by reason of any changes arising after the Effective
Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided
for in the definition of Eurodollar Rate or the making or continuance of any Eurodollar Loan has become impracticable as a result of a contingency
occurring after the Effective Date which materially and adversely affects the interbank Eurodollar market;
(ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with
respect to any Eurodollar Loans because of (x) any change since the Effective Date in any applicable law, governmental rule, regulation, guideline or
order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or
order) (including, but not limited to, a change in the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other
amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender
imposed by the jurisdiction in which its principal office or applicable lending office is located) or a change in official reserve requirements, but, in
all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate) and/or (y) other
circumstances affecting the interbank Eurodollar market or the position of such Lender in such market; or
(iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good
faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or
order not having the force of law but with which such Lender customarily complies even though the failure to comply therewith would not be
unlawful);
then, and in any such event, such Lender (or the Administrative Agent in the case of clause (i) above) shall (x) on such date and (y) within ten Business Days
of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such
determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above,
Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving
rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower with
respect to Eurodollar Loans which have not yet been incurred shall be deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the Borrower
shall pay to such Lender, within 10 Business Days after the Borrower’s receipt of written demand therefor, such additional amounts (in the form of an
increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine after consultation with
the Borrower) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (a written notice as to the
additional amounts owed to such Lender, describing the basis for such increased costs and showing the calculation thereof, submitted to the Borrower by
such Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the
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