AND MADE ITS OWN DECISION TO ENTER INTO
THIS LOAN AGREEMENT AND TO EXTEND CREDIT TO THE BORROWER HEREUNDER.
EACH BANK
INVESTOR AND EACH LENDER ALSO REPRESENTS THAT IT SHALL, INDEPENDENTLY AND
WITHOUT RELIANCE UPON ANY AGENT-RELATED PERSON AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN
CREDIT ANALYSIS, APPRAISALS AND DECISIONS IN TAKING OR NOT TAKING ACTION UNDER
THIS LOAN AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS, AND TO MAKE SUCH
INVESTIGATIONS AS IT DEEMS NECESSARY TO INFORM ITSELF AS TO THE BUSINESS,
PROSPECTS, OPERATIONS, PROPERTY, FINANCIAL AND OTHER CONDITION AND
CREDITWORTHINESS OF THE BORROWER, THE MASTER SERVICER, EACH ELIGIBLE ORIGINATOR,
THE DEPOSITOR OR THE ORIGINATOR.
EXCEPT FOR NOTICES, REPORTS AND OTHER
DOCUMENTS EXPRESSLY HEREIN REQUIRED TO BE FURNISHED TO THE BANK INVESTORS AND
THE LENDERS BY THE MANAGING AGENTS HEREIN, THE MANAGING AGENTS SHALL NOT HAVE
ANY DUTY OR RESPONSIBILITY TO PROVIDE ANY INVESTOR WITH ANY CREDIT OR OTHER
INFORMATION CONCERNING THE BUSINESS, PROSPECTS, OPERATIONS, PROPERTY, FINANCIAL
AND OTHER CONDITION OR CREDITWORTHINESS OF THE BORROWER, THE MASTER SERVICER,
THE ORIGINATOR, EACH ELIGIBLE ORIGINATOR, THE DEPOSITOR OR THEIR RESPECTIVE
AFFILIATES WHICH MAY COME INTO THE POSSESSION OF ANY OF THE AGENT-RELATED
PERSONS.
SECTION 10.7.
INDEMNIFICATION OF THE MANAGING 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.
63
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