BY THE AGENT HEREIN, THE AGENT 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 BACK-UP 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 9.7.
INDEMNIFICATION OF THE AGENT.
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, EACH BANK INVESTOR SHALL REIMBURSE THE
AGENT UPON DEMAND FOR ITS RATABLE SHARE OF ANY COSTS OR OUT-OF-POCKET EXPENSES
(INCLUDING ATTORNEY'S FEES) INCURRED BY THE 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 THE AGENT IS NOT REIMBURSED FOR SUCH
EXPENSES BY OR ON BEHALF OF THE BORROWER.
THE UNDERTAKING IN THIS SECTION 9.7
SHALL SURVIVE PAYMENT OF ALL AGGREGATE UNPAIDS AND THE RESIGNATION OR
REPLACEMENT OF THE AGENT.
SECTION 9.8.
AGENT IN INDIVIDUAL CAPACITY.
SUNTRUST CAPITAL MARKETS,
INC. (AND ANY SUCCESSOR ACTING AS AGENT) AND ITS 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, THE MASTER SERVICER AND THE
BACK-UP SERVICER OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES AS THOUGH SUNTRUST
CAPITAL MARKETS, INC. WERE NOT THE AGENT OR A BANK INVESTOR HEREUNDER AND
WITHOUT NOTICE TO OR CONSENT OF THE LENDER OR THE BANK INVESTORS.
THE BANK
INVESTORS ACKNOWLEDGE THAT, PURSUANT TO SUCH ACTIVITIES, SUNTRUST CAPITAL
MARKETS, INC. OR ITS 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
AGENT SHALL BE UNDER NO OBLIGATION TO PROVIDE SUCH INFORMATION TO THEM.
WITH
RESPECT TO ITS COMMITMENT, SUNTRUST CAPITAL MARKETS, INC. (AND ANY SUCCESSOR
ACTING AS