FairPoint Communications 2002 Annual Report Download - page 292

resignation shall take effect upon the appointment of a successor Administrative
Agent pursuant to clauses (b) and (c) below or as otherwise provided below.
(b) Upon any such notice of resignation, the Required Lenders
shall appoint a successor Administrative Agent hereunder or thereunder who shall
be a commercial bank or trust company reasonably acceptable to the Borrower
(such consent not to be unreasonably withheld or delayed).
(c) If a successor Administrative Agent shall not have been so
appointed within such 15 Business Day period, the Administrative Agent, with the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed), shall then appoint a successor Administrative Agent who shall serve as
Administrative Agent hereunder or thereunder until such time, if any, as the
Required Lenders appoint a successor Administrative Agent as provided above.
(d) If no successor Administrative Agent has been appointed
pursuant to clause (b) or (c) above by the 30th Business Day after the date such
notice of resignation was given by the Administrative Agent, the Administrative
Agent's resignation shall become effective and the Required Lenders shall
thereafter perform all the duties of the Administrative Agent hereunder and/or
under any other Credit Document until such time, if any, as the Required Lenders
appoint a successor Administrative Agent as provided above.
(e) The Syndication Agent may resign from its duties hereunder at
any time upon four Business Days' prior written notice to the Borrower and the
Administrative Agent.
(f) The Documentation Agent may resign from its duties hereunder
at any time upon four Business Days' prior written notice to the Borrower and
the Administrative Agent.
SECTION 11. MISCELLANEOUS.
11.01 PAYMENT OF EXPENSES. ETC. The Borrower agrees to: (i) whether
or not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent in connection with
the negotiation, preparation, execution
and delivery of the Credit Documents and the documents and instruments referred
to therein and any amendment, waiver or consent relating thereto (including,
without limitation, the reasonable fees and disbursements of White & Case LLP)
and of each Agent, the Collateral Agent, each Letter of Credit Issuer and each
of the Lenders in connection with the enforcement of the Credit Documents and
the documents and instruments referred to therein (including, without
limitation, the reasonable fees and disbursements of counsel for the Agents, the
Collateral Agent, each Letter of Credit Issuer and each of the Lenders); (ii)
pay and hold each of the Lenders (including in its capacity as Agent, Collateral
Agent and/or Letter of Credit Issuer) harmless from and against any and all
present and future stamp and other similar taxes with respect to the foregoing
matters and save each of the Lenders harmless from and against any and all
liabilities with respect to or resulting from any delay or omission (other than
to the extent attributable to such Lender) to pay such taxes; and (iii)
indemnify each Lender (including in its capacity as Agent, Collateral Agent
and/or Letter of Credit Issuer), its officers, directors, employees,
representatives and agents from and hold each of them harmless against any and
all losses, liabilities, claims, damages or expenses incurred by any of them as
a result of, or arising out of, or in any way related to, or by reason of, (a)
any investigation, litigation or other proceeding (whether or not any Agent or
any Lender is a party thereto and whether or not any such investigation,
litigation or other proceeding is between or among any Agent, any Lender, any
Credit Party or any third Person or otherwise (except to the extent between or
among any Lenders in their capacity as such)) related to the entering into
and/or performance of any Credit Document or the use of the proceeds of any
Loans hereunder or the Transaction or the consummation of any transactions
contemplated in any Credit Document, or (b) the actual or alleged presence of
Hazardous Materials in the air, surface water or ground water or on the surface