FairPoint Communications 2004 Annual Report Download - page 323

Agreement. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular
types or items of Collateral pursuant to this Section 10.11.
(c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists
or is owned by the Borrower or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant
hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to
continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the
Collateral Agent in this Section 10.11 or in the Pledge Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission or event
related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the
Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).
10.12 Delivery of Information. The Administrative Agent shall not be required to deliver to any Lender originals or copies of any
documents, instruments, notices, communications or other information received by the Administrative Agent from the Borrower, any Subsidiary, the Required
Lenders, any Lender or any other Person under or in connection with this Agreement or any other Credit Document except (i) as specifically provided in this
Agreement or any other Credit Document and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document,
instrument, notice or other written communication received by and in the possession of the Administrative Agent at the time of receipt of such request and then
only in accordance with such specific request.
SECTION 11. Miscellaneous.
11.01 Payment of Expenses, etc. (a) 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, the Swingline Lender 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, the Swingline Lender and each of
the Lenders); (ii) pay and hold each of the Lenders (including in its capacity as Agent, Collateral Agent, Swingline Lender 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, Swingline Lender and/or Letter of Credit Issuer) and its
affiliates, and each officer, director,
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