8.3
EXCULPATION.
NEITHER THE AGENT NOR ANY OF ITS DIRECTORS,
OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE TO ANY LENDER FOR ANY ACTION TAKEN
OR OMITTED TO BE TAKEN BY
64
IT UNDER THIS AGREEMENT, THE NOTES, OR ANY LOAN DOCUMENT, OR IN CONNECTION
HEREWITH OR THEREWITH, EXCEPT FOR ITS OWN WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE.
THE AGENT SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR ANY RECITALS,
STATEMENTS, REPRESENTATIONS OR WARRANTIES HEREIN OR IN ANY CERTIFICATE OR OTHER
DOCUMENT DELIVERED IN CONNECTION HEREWITH OR FOR THE AUTHORIZATION, EXECUTION,
EFFECTIVENESS, GENUINENESS, VALIDITY, ENFORCEABILITY, PERFECTION,
COLLECTIBILITY, OR SUFFICIENCY OF ANY OF THE LOAN DOCUMENTS, THE FINANCIAL
CONDITION OF THE BORROWERS OR ANY SUBSIDIARY OR THE CONDITION OR VALUE OF ANY OF
THE COLLATERAL, OR BE REQUIRED TO MAKE ANY INQUIRY CONCERNING EITHER THE
PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS, PROVISIONS OR CONDITIONS OF ANY
OF THE LOAN DOCUMENTS, THE FINANCIAL CONDITION OF ANY BORROWER OR ANY SUBSIDIARY
OR THE EXISTENCE OR POSSIBLE EXISTENCE OF ANY DEFAULT.
THE AGENT SHALL BE
ENTITLED TO RELY UPON ADVICE OF COUNSEL CONCERNING LEGAL MATTERS AND UPON ANY
NOTICE, CONSENT, CERTIFICATE, STATEMENT OR WRITING WHICH IT BELIEVES TO BE
GENUINE AND TO HAVE BEEN PRESENTED BY A PROPER PERSON.
SECTION 8.4
SUCCESSOR.
THE AGENT MAY RESIGN AS SUCH AT ANY TIME UPON AT
LEAST THIRTY (30) DAYS' PRIOR NOTICE TO THE BORROWERS' REPRESENTATIVE AND ALL
LENDERS, SUCH RESIGNATION NOT TO BE EFFECTIVE UNTIL A SUCCESSOR AGENT IS IN
PLACE.
IF THE AGENT AT ANY TIME RESIGNS, THE REQUIRED LENDERS MAY APPOINT
ANOTHER LENDER AS A SUCCESSOR AGENT WHICH SHALL THEREUPON BECOME THE AGENT
HEREUNDER.
IF NO SUCCESSOR AGENT SHALL HAVE BEEN SO APPOINTED BY THE REQUIRED
LENDERS, AND SHALL HAVE ACCEPTED SUCH APPOINTMENT, WITHIN THIRTY (30) DAYS AFTER
THE RETIRING AGENT'S GIVING NOTICE OF RESIGNATION, THEN THE RETIRING AGENT MAY,
ON BEHALF OF THE LENDERS, APPOINT A SUCCESSOR AGENT, WHICH SHALL BE ONE OF THE
LENDERS OR A FINANCIAL INSTITUTION REASONABLY ACCEPTABLE TO THE BORROWERS
ORGANIZED UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF AND HAVING A
COMBINED CAPITAL AND SURPLUS OF AT LEAST FIVE HUNDRED MILLION DOLLARS
($500,000,000).
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS AGENT HEREUNDER BY A
SUCCESSOR AGENT, SUCH SUCCESSOR AGENT SHALL BE ENTITLED TO RECEIVE FROM THE
RETIRING AGENT SUCH DOCUMENTS OF TRANSFER AND ASSIGNMENT AS SUCH SUCCESSOR AGENT
MAY REASONABLY REQUEST, AND SHALL THEREUPON SUCCEED TO AND BECOME VESTED WITH
ALL RIGHTS, POWERS, PRIVILEGES, AND DUTIES OF THE RETIRING AGENT, AND THE
RETIRING AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 8.5
LOANS AND OTHER TRANSACTIONS BY THE AGENT AND ITS
AFFILIATES.
THE AGENT SHALL HAVE THE SAME RIGHTS AND POWERS WITH RESPECT TO
(A) THE LOANS MADE BY IT OR ANY OF ITS AFFILIATES, AND (B) THE NOTES HELD BY IT
OR ANY OF ITS AFFILIATES, AS ANY LENDER AND MAY EXERCISE THE SAME AS IF IT WERE
NOT THE AGENT.
UPSC AND