CAPACITY PURCHASE AGREEMENT. Part A ------ Notwithstanding anything to the contrary contained in the Capacity Purchase Agreement to which this Schedule II is attached (as amended, supplemented or otherwise modified from time to time, the "Capacity Purchase Agreement"): In exchange for the IRU interest granted pursuant to this Agreement and the Right of Use Agreement in any Purchased Capacity, the Purchaser shall, on or before (the "Initial Payment Due Date"), pay the Grantor (for the benefit of the Grantor and the benefit of the Subsidiary Grantors), in immediately available funds equal to an amount set out in the Payment Schedule attached hereto (the "Initial Payment"). Thereafter, the Purchaser shall pay the remaining balance of the Purchase Price for such Purchased Capacity quarterly, with the first such payment being due on the date which is three months after such Initial Payment Due Date and each remaining payment being due quarterly thereafter. Such payments shall be in the amounts set forth in Part B of Schedule II to this Agreement, it being understood that the aggregate amount paid will exceed the Purchase Price set forth in Schedule I because the amounts set forth in said Part B include an interest calculation. The amounts set forth in Part B of Schedule II to this Agreement may be prepaid, in whole or in part, by Purchaser at any time. In the event of prepayment, the installments shall be reduced to their present value calculated at 12% per annum, to the date of payment. Title in the IRU to the Purchased Capacity shall pass to Purchaser upon payment to the Grantor's Account of the amount specified in the first sentence of this paragraph. The parties agree to co-operate in good faith to structure payments hereunder so that the interest component thereof should not be subject to withholding taxes under current law (at the time the first payment is made hereunder) in the reasonable opinion of the Grantor and the Purchaser; provided that if in the Grantor's reasonable opinion such interest component will be, or if at any time prior to the first installment payment hereunder, the Internal Revenue Service asserts that such interest component is, subject to withholding taxes under current law, the Grantor will reduce the 12% per annum interest rate payable hereunder such that the total interest cost (including withholding taxes payable on such reduced interest rate) to the Purchaser will not exceed 12% per annum. The definition of the term "Purchase Price" contained in the Capaci...
CAPACITY PURCHASE AGREEMENT. The Capacity Purchase Agreement ceases to be in full force and effect.
