BANKS.
17.
THE AGENT AND THE BANKS.
(A)
APPOINTMENT AND AUTHORIZATION.
EACH BANK HEREBY IRREVOCABLY
APPOINTS AND AUTHORIZES AGENT TO TAKE SUCH ACTION ON ITS BEHALF AND TO EXERCISE
SUCH POWERS UNDER THE LOAN DOCUMENTS AS ARE DELEGATED TO AGENT BY THE TERMS
THEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO.
WITH
RESPECT TO ITS COMMITMENTS HEREUNDER AND THE NOTES ISSUED TO IT, BANK ONE AND
ANY SUCCESSOR AGENT SHALL HAVE THE SAME RIGHTS UNDER THE LOAN DOCUMENTS AS ANY
OTHER BANK AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT THE AGENT; AND THE
TERM "BANK" OR "BANKS" SHALL, UNLESS OTHERWISE EXPRESSLY INDICATED, INCLUDE BANK
ONE AND ANY SUCCESSOR AGENT IN ITS CAPACITY AS A BANK.
BANK ONE AND ANY
SUCCESSOR AGENT AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, ACT
AS TRUSTEE UNDER INDENTURES OF AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH
BORROWER, AND ANY PERSON WHICH MAY DO BUSINESS WITH BORROWER, ALL AS IF BANK ONE
AND ANY SUCCESSOR AGENT WERE NOT AGENT HEREUNDER AND WITHOUT ANY DUTY TO ACCOUNT
THEREFOR TO THE BANKS.
EACH BANK SHALL DISCLOSE TO ALL OTHER BANKS ALL
INDEBTEDNESS AND LIABILITIES, DIRECT AND CONTINGENT, OF BORROWER TO BANKS FROM
TIME TO TIME.
(B)
NOTE HOLDERS.
AGENT MAY TREAT THE PAYEE OF ANY NOTE AS THE HOLDER
THEREOF UNTIL WRITTEN NOTICE OF TRANSFER HAS BEEN FILED WITH IT, SIGNED BY SUCH
PAYEE AND IN FORM SATISFACTORY TO AGENT.
(C)
CONSULTATION WITH COUNSEL.
BANKS AGREE THAT AGENT MAY CONSULT
WITH LEGAL COUNSEL SELECTED BY IT AND SHALL NOT BE LIABLE FOR ANY ACTION TAKEN
OR SUFFERED IN GOOD FAITH BY IT IN ACCORDANCE WITH THE ADVICE OF SUCH COUNSEL.
(D)
DOCUMENTS.
AGENT SHALL NOT BE UNDER A DUTY TO EXAMINE OR PASS
UPON THE VALIDITY, EFFECTIVENESS, ENFORCEABILITY, GENUINENESS OR VALUE OF ANY OF
THE COLLATERAL OR ANY OF THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT
FURNISHED PURSUANT THERETO OR IN CONNECTION THEREWITH, AND AGENT SHALL BE
ENTITLED TO ASSUME THAT THE SAME ARE VALID, EFFECTIVE, ENFORCEABLE AND GENUINE
AND WHAT THEY PURPORT TO BE.
(E)
RESIGNATION OR REMOVAL OF AGENT.
SUBJECT TO THE APPOINTMENT AND
ACCEPTANCE OF A SUCCESSOR AGENT AS PROVIDED BELOW, AGENT MAY RESIGN AT ANY TIME
BY GIVING WRITTEN NOTICE THEREOF TO BANKS AND BORROWER, AND AGENT MAY BE REMOVED
AT ANY TIME WITH OR WITHOUT CAUSE BY MAJORITY BANKS.
IF NO SUCCESSOR AGENT HAS
BEEN SO APPOINTED BY ALL BANKS (AND APPROVED BY BORROWER) AND HAS ACCEPTED SUCH
APPOINTMENT WITHIN 30 DAYS AFTER THE RETIRING AGENT'S GIVING OF NOTICE OF
RESIGNATION OR REMOVAL OF THE RETIRING AGENT, THEN THE RETIRING AGENT MAY, ON
BEHALF OF BANKS, APPOINT A SUCCESSOR AGENT, WHICH APPOINTMENT SHALL REQUIRE THE
APPROVAL OF BORROWER ONLY IF A PARTY OTHER THAN ONE OF THE OTHER BANKS IS SO
APPOINTED.
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS AGENT HEREUNDER BY A
SUCCESSOR AGENT, SUCH SUCCESSOR AGENT SHALL THEREUPON SUCCEED TO AND BECOME
VESTED WITH ALL THE RIGHTS AND DUTIES