FairPoint Communications 2004 Annual Report Download - page 319

(b) Notwithstanding any other provision of this Agreement or any provision of any other Credit Document, each of the Joint Lead
Arrangers and the Joint Book Running Managers is named as such for recognition purposes only, and in their respective capacities as such shall have no
powers, duties, responsibilities or liabilities with respect to this Agreement or the other Credit Documents or the transactions contemplated hereby and thereby;
it being understood and agreed that each Joint Lead Arranger and each Joint Book Running Manager shall be entitled to all indemnification and reimbursement
rights in favor of “Agents” as, and to the extent, provided for under Sections 10.07 and 11.01. Without limitation of the foregoing, none of the Joint Lead
Arrangers or the Joint Book Running Managers shall, solely by reason of this Agreement or any other Credit Documents, have any fiduciary relationship in
respect of any Lender or any other Person.
10.03 Certain Rights of the Agents. The Agents shall have the right to request instructions from the Required Lenders at any time. If any
Agent shall request instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any
other Credit Document, such Agent shall be entitled to refrain from such act or taking such action unless and until such Agent shall have received instructions
from the Required Lenders; and such Agent shall not incur liability to any Lender by reason of so refraining. Without limiting the foregoing, neither any
Lender nor the holder of any Note shall have any right of action whatsoever against any Agent or any of its employees, directors, officers, agents or affiliates
as a result of such Agent or such other person acting or refraining from acting hereunder or under any other Credit Document in accordance with the
instructions of the Required Lenders.
10.04 Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in
relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order, telephone message
or other document or conversation that such Agent believed, in the absence of gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision), to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other
Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by such Agent (which may be counsel for the Credit Parties) and,
with respect to other matters, upon advice of independent public accountants or other experts selected by it.
10.05 Notice of Default, etc. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default unless the Administrative Agent has actually received written notice from a Lender or the Borrower referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of
Default as shall be reasonably directed by the Required Lenders (or all Lenders, to the extent required by Section 11.12(a)); provided that, unless and until the
Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default or Event of Default as it shall deem
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