AGENTS.
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED,
THE BANK INVESTORS SHALL INDEMNIFY UPON DEMAND EACH AGENT-RELATED PERSON (TO THE
EXTENT NOT REIMBURSED BY OR ON BEHALF OF THE BORROWER AND WITHOUT LIMITING THE
OBLIGATION OF THE BORROWER TO DO SO), PRO RATA, AND HOLD HARMLESS EACH
AGENT-RELATED PERSON FROM AND AGAINST ANY AND ALL INDEMNIFIED AMOUNTS INCURRED
BY IT; PROVIDED, HOWEVER, THAT NO BANK INVESTOR SHALL BE LIABLE FOR THE PAYMENT
TO ANY AGENT-RELATED PERSON OF ANY PORTION OF SUCH INDEMNIFIED AMOUNTS RESULTING
FROM SUCH PERSON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED, HOWEVER,
THAT NO ACTION TAKEN IN ACCORDANCE WITH THE DIRECTIONS OF THE MAJORITY INVESTORS
SHALL BE DEEMED TO CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT FOR
PURPOSES OF THIS SECTION.
WITHOUT LIMITATION OF THE FOREGOING, WITH RESPECT TO
EACH GROUP, EACH BANK INVESTOR SHALL REIMBURSE THE RELATED MANAGING AGENT UPON
DEMAND FOR ITS RATABLE SHARE OF ANY COSTS OR OUT-OF-POCKET EXPENSES (INCLUDING
ATTORNEY'S FEES) INCURRED BY SUCH MANAGING AGENT IN CONNECTION WITH THE
PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT OR
ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS OR OTHERWISE) OF,
OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THIS LOAN
AGREEMENT, ANY OTHER OPERATIVE DOCUMENT, OR ANY DOCUMENT CONTEMPLATED BY OR
REFERRED TO HEREIN, TO THE EXTENT THAT SUCH MANAGING AGENT IS NOT REIMBURSED FOR
SUCH EXPENSES BY OR ON BEHALF OF THE BORROWER.
THE UNDERTAKING IN THIS
SECTION 10.7 SHALL SURVIVE PAYMENT OF ALL AGGREGATE UNPAIDS AND THE RESIGNATION
OR REPLACEMENT OF THE MANAGING AGENTS.
SECTION 10.8.
MANAGING AGENTS IN INDIVIDUAL
CAPACITY.
BANK OF AMERICA AND CALYON (AND ANY SUCCESSORS ACTING AS MANAGING
AGENT) AND THEIR AFFILIATES MAY MAKE LOANS TO, ISSUE LETTERS OF CREDIT FOR THE
ACCOUNT OF, ACCEPT DEPOSITS FROM, ACQUIRE EQUITY INTERESTS IN AND GENERALLY
ENGAGE IN ANY KIND OF BANKING, TRUST, FINANCIAL ADVISORY, UNDERWRITING OR OTHER
BUSINESS WITH ANY OF THE BORROWER, THE ORIGINATOR, ANY ELIGIBLE ORIGINATOR, THE
DEPOSITOR AND THE MASTER SERVICER OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES AS
THOUGH BANK OF AMERICA AND CALYON WERE NOT THE MANAGING AGENTS OR BANK INVESTORS
HEREUNDER AND WITHOUT NOTICE TO OR CONSENT OF THE LENDERS OR THE BANK
INVESTORS.
THE BANK INVESTORS ACKNOWLEDGE THAT, PURSUANT TO SUCH ACTIVITIES,
BANK OF AMERICA AND CALYON OR THEIR AFFILIATES MAY RECEIVE INFORMATION REGARDING
THE BORROWER, THE ORIGINATOR, THE MASTER SERVICER, EACH ELIGIBLE ORIGINATOR, THE
DEPOSITOR OR THEIR RESPECTIVE AFFILIATES (INCLUDING INFORMATION THAT MAY BE
SUBJECT TO CONFIDENTIALITY OBLIGATIONS IN FAVOR OF SUCH PERSON) AND ACKNOWLEDGE
THAT THE MANAGING AGENTS SHALL BE UNDER NO OBLIGATION TO PROVIDE SUCH
INFORMATION TO THEM.
WITH RESPECT TO ITS GROUP'S COMMITMENT, BANK OF AMERICA
AND CALYON (AND ANY SUCCESSORS ACTING AS MANAGING AGENT) IN THEIR CAPACITIES AS
BANK INVESTORS HEREUNDER SHALL HAVE THE SAME RIGHTS AND POWERS UNDER THIS LOAN
AGREEMENT AS ANY OTHER BANK INVESTOR AND MAY EXERCISE THE SAME AS THOUGH THEY
WERE NOT A MANAGING AGENT OR A BANK INVESTOR, AND THE TERM "BANK INVESTOR" OR
"BANK INVESTORS" SHALL, UNLESS THE CONTEXT OTHERWISE INDICATES, INCLUDE