FairPoint Communications 2004 Annual Report Download - page 236

as expressly provided in Section 3.02(A)(a), each prepayment of any Loans under a Facility made pursuant to a given Borrowing shall be applied pro rata
among such Loans; (iii) repayments of Eurodollar Loans pursuant to this Section 3.02 may only be made on the last day of an Interest Period applicable
thereto unless (x) all Eurodollar Loans of the respective Facility with Interest Periods ending on such date of required repayment and all Base Rate Loans of the
respective Facility have been paid in full and/or (y) concurrently with such repayment, the Borrower pays all breakage costs and other amounts owing to each
Lender pursuant to Section 1.11. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall,
subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section
1.11. Notwithstanding the foregoing provisions of this Section 3.02, if at any time the mandatory repayment of Loans pursuant to this Section 3.02 would
result, after giving effect to the procedures set forth in clause (iii) of the second preceding sentence, in the Borrower incurring breakage costs under Section
1.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (any such Eurodollar Loans, “ Affected
Loans”), the Borrower may (in lieu of making such payment) elect, by written notice to the Administrative Agent, to have the provisions of the following
sentence be applicable. At the time any Affected Loans are otherwise required to be prepaid, the Borrower may elect to deposit 100% (or such lesser percentage
elected by the Borrower as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans with the
Administrative Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and
substance satisfactory to the Administrative Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the
principal amount of such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to Eurodollar Loans (or such earlier
date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the amount of
such Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account).
3.03 Method and Place of Payment. Except as otherwise specifically provided herein, all payments under this Agreement shall be made to
the Administrative Agent for the ratable account of the Lenders entitled thereto, not later than 1:00 P.M. (New York time) on the date when due and shall be
made in immediately available funds and in Dollars at the Payment Office, it being understood that written notice by the Borrower to the Administrative Agent
to make a payment from the funds in the Borrower’s account at the Payment Office shall constitute the making of such payment to the extent of such funds
held in such account. Any payments under this Agreement which are made later than 1:00 P.M. (New York time) shall be deemed to have been made on the
next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, the due date
thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the
applicable rate in effect immediately prior to such extension.
3.04 Net Payments. (a) All payments made by the Borrower hereunder and/or under any Note will be made without setoff, counterclaim or
other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present
or future taxes, levies, imposts, duties, fees, assessments or other
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