FairPoint Communications 2004 Annual Report Download - page 322

Credit Documents 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 15th 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 the performance of all its functions and duties hereunder and/or under the other Credit
Documents at any time by giving five Business Days’ prior written notice to the Borrower and the Administrative Agent. Such resignation shall take effect at
the end of such five Business Day period.
(f) Either Co-Documentation Agent may resign from the performance of all its functions and duties hereunder and/or under the other
Credit Documents at any time by giving five Business Days’ prior written notice to the Borrower and the Administrative Agent. Such resignation shall take
effect at the end of such five Business Day period.
(g) Upon a resignation of any Agent pursuant to this Section 10.10, such Agent shall remain indemnified to the extent provided in
this Agreement and the other Credit Documents and the provisions of this Section 10 shall continue in effect for the benefit of such Agent for all of its actions
and inactions while serving as such Agent.
10.11 Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Pledge Agreement for the benefit of
the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance
thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this
Agreement or the Pledge Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are
reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the
Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with
respect to any Collateral or the Pledge Agreement which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral
granted pursuant to the Pledge Agreement.
(b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the
Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under
or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise
disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Sections 7.02 and 11.12(a),
(iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 11.12) or (iv) as
otherwise may be expressly provided in the Pledge
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