FairPoint Communications 2004 Annual Report Download - page 219

withdrawn by the Borrower or deemed withdrawn pursuant to Section 1.10(a)); (ii) if any prepayment, repayment or conversion of any of its Eurodollar
Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurodollar Loans is not made on
any date specified in a notice of prepayment given by the Borrower; or (iv) as a consequence of (w) a DDTL Conversion, (x) any other default by the Borrower
to repay its Eurodollar Loans when required by the terms of this Agreement, (y) an election made pursuant to Section 1.10(b) or (z) actions required to be taken
by the Borrower pursuant to Section 1.14(c).
(b) Notwithstanding anything in this Agreement to the contrary, to the extent any notice or request required by Section 1.10, 1.11,
1A.06 or 3.04 of this Agreement is given by any Lender more than 120 days after such Lender obtained, or reasonably should have obtained, knowledge of the
occurrence of the event giving rise to the additional costs, reductions in amounts, losses, taxes or other additional amounts of the type described in such
Section, such Lender shall not be entitled to compensation under Section 1.10, 1.11, 1A.06 or 3.04 of this Agreement for any amounts incurred or accruing
prior to the giving of such notice to the Borrower.
1.12 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section
1.10(a)(ii) or (iii), 1.10(c), 1A.06 or 3.04 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any Loans affected by such event, provided that such designation is made on such terms
that such Lender and its lending office suffer no material economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event
giving rise to the operation of any such Section. Nothing in this Section 1.12 shall affect or postpone any of the obligations of the Borrower or the right of any
Lender provided in Section 1.10, 1A.06 or 3.04.
1.13 Replacement of Lenders. (x) Upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section
1.10(c), Section 1A.06 or Section 3.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs in a material amount
in excess of those being generally charged by the other Lenders, (y) if any Lender becomes a Defaulting Lender, or (z) in the case of a refusal by a Lender to
consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Lenders as provided
in Section 11.12(b), the Borrower shall have the right, in accordance with Section 11.04(b), if no Default under Section 8.01 or Event of Default then exists or
would exist after giving effect to such replacement, to replace such Lender (the “ Replaced Lender”) with one or more other Eligible Transferee or Eligible
Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “ Replacement Lender”) and each of which
shall be reasonably acceptable to the Administrative Agent or, at the option of the Borrower, to replace only (a) the Revolving Commitment (and outstandings
pursuant thereto) of the Replaced Lender with an identical Revolving Commitment provided by the Replacement Lender or (b) in the case of a replacement as
provided in Section 11.12(b) where the consent of the respective Lender is required with respect to less than all Facilities, the Commitments and/or outstanding
Loans of such Lender in respect of each Facility where the consent of such Lender would otherwise be individually
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