FairPoint Communications 2004 Annual Report Download - page 364

Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof. Unless otherwise required by the Credit Documents, no notice
to or demand on any Pledgor in any case shall entitle it to any other or further notice or demand in similar other circumstances or constitute a waiver of any of
the rights of the Pledgee or any other Secured Creditor to any other further action in any circumstances without demand or notice. The Secured Creditors agree
that this Agreement may be enforced only by the action of the Administrative Agent or the Pledgee, in each case acting upon the instructions of the Required
Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least the majority of the outstanding Interest Rate
Obligations) and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security
to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the Pledgee or the holders of
at least a majority of the outstanding Interest Rate Obligations, as the case may be, for the benefit of the Secured Creditors upon the terms of this Agreement.
9. APPLICATION OF PROCEEDS. (a) All moneys collected by the Pledgee or the Collateral Agent upon any sale or other
disposition of the Collateral, together with all other moneys received by the Pledgee or the Collateral Agent hereunder, shall be applied as follows:
(i) first, to the payment of all Obligations owing to the Pledgee or the Collateral Agent of the type described in clauses (iii) and (iv) of
the definition of “Obligations” contained in Section 1 hereof;
(ii) second, to the extent proceeds remain after the application pursuant to preceding clause (i), an amount equal to the outstanding
Obligations to the Secured Creditors shall be paid to the Secured Creditors as provided in Section 9(c), with each Secured Creditor receiving an
amount equal to its outstanding Obligations or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share of the amount
remaining to be distributed to be applied, with respect to the Credit Document Obligations, firstly, to the payment of interest in respect of the unpaid
principal amount of Loans outstanding, secondly, to the payment of principal of Loans outstanding, then to the other Credit Document Obligations;
and
(iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii) and following the
termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or, to the extent directed by such Pledgor or a court of competent
jurisdiction, to whomever may be lawfully entitled to receive such surplus.
(b) For purposes of this Agreement, “ Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution
or amount, the amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding amount of the relevant Obligations owed
such Secured Creditor and the denominator of which is the then outstanding amount of all Obligations.
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