FairPoint Communications 2004 Annual Report Download - page 318

“Written” or “in writing” shall mean any form of written communication or a communication by means of telex, facsimile transmission,
telegraph or cable.
SECTION 10. The Agents
10.01 Appointment. (a) Each Lender hereby irrevocably designates and appoints (x) DBTCA as Administrative Agent for such Lender
(for purposes of this Section 10, the term “Administrative Agent” shall mean DBTCA in its capacities as Administrative Agent and as Collateral Agent
hereunder and pursuant to the Pledge Agreement), (y) BAS as Syndication Agent for such Lender, and (z) CoBank and GECC as Co-Documentation Agents
for such Lender, each to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes the Administrative
Agent, the Syndication Agent and each Co-Documentation Agent to take such action on its behalf under the provisions of this Agreement and the other Credit
Documents and to exercise such powers and perform such duties as are expressly delegated to or required of the Administrative Agent, the Syndication Agent or
such Co-Documentation Agent, as the case may be, by the terms of this Agreement and the other Credit Documents, together with such other powers as are
reasonably incidental thereto. Each of the Agents may perform any of their respective duties under this Agreement, the other Credit Documents and any other
instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates (it being understood and
agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and/or Collateral Agent may perform any of
its duties under the Pledge Agreement by or through one or more of its affiliates).
(b) The provisions of this Section 10 are solely for the benefit of the Administrative Agent, the Syndication Agent, the Co-
Documentation Agents and the Lenders, and neither the Borrower nor any of its Subsidiaries shall have any rights as a third party beneficiary of any of the
provisions hereof. In performing its functions and duties under this Agreement, each of the Administrative Agent, the Syndication Agent and each Co-
Documentation Agent shall act solely as agent for the Lenders, and none of the Administrative Agent, the Syndication Agent or the Co-Documentation Agents
assumes (and shall not be deemed to have assumed) any obligation or relationship of agency or trust with or for Borrower or any of its Subsidiaries.
10.02 Nature of Duties. (a) No Agent shall have any duties or responsibilities except those expressly set forth in this Agreement and in the
other Credit Documents. Neither any Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by it
hereunder or under any other Credit Document or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and non-appealable decision). The duties of the Agents shall be mechanical and administrative in
nature; no Agent shall have by reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender or the holder of any
Note and nothing in this Agreement or in any other Credit Document, expressed or implied, is intended to or shall be so construed as to impose upon any Agent
any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein or therein.
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