SUCH DUTIES AS ARE EXPRESSLY DELEGATED TO SUCH MANAGING AGENT
BY THE TERMS OF THIS LOAN AGREEMENT AND ANY OTHER OPERATIVE DOCUMENT, TOGETHER
WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO.
NOTWITHSTANDING
ANY PROVISION TO THE CONTRARY CONTAINED ELSEWHERE IN THIS LOAN AGREEMENT OR IN
ANY OTHER OPERATIVE DOCUMENT, SUCH MANAGING AGENT SHALL NOT HAVE ANY DUTIES OR
RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS LOAN AGREEMENT, NOR
SHALL SUCH MANAGING AGENT HAVE OR BE DEEMED TO HAVE ANY FIDUCIARY RELATIONSHIP
WITH THE RELATED LENDER OR ANY INVESTOR, AND NO IMPLIED COVENANTS, FUNCTIONS,
RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL BE READ INTO THIS
LOAN AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT OR OTHERWISE EXIST AGAINST SUCH
MANAGING AGENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SENTENCE, THE
USE OF THE TERM "AGENT" IN THIS LOAN AGREEMENT WITH REFERENCE TO SUCH MANAGING
AGENT IS NOT INTENDED TO CONNOTE ANY FIDUCIARY OR OTHER IMPLIED (OR EXPRESS)
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OBLIGATIONS ARISING UNDER AGENCY DOCTRINE OF ANY APPLICABLE LAW.
INSTEAD, SUCH
TERM IS USED MERELY AS A MATTER OF MARKET CUSTOM, AND IS INTENDED TO CREATE OR
REFLECT ONLY AN ADMINISTRATIVE RELATIONSHIP BETWEEN INDEPENDENT CONTRACTING
PARTIES.
SECTION 10.2.
DELEGATION OF DUTIES.
EACH MANAGING
AGENT MAY EXECUTE ANY OF ITS DUTIES UNDER THIS LOAN AGREEMENT OR ANY OTHER
OPERATIVE DOCUMENT BY OR THROUGH AGENTS, EMPLOYEES OR ATTORNEYS-IN-FACT AND
SHALL BE ENTITLED TO ADVICE OF COUNSEL CONCERNING ALL MATTERS PERTAINING TO SUCH
DUTIES.
NO MANAGING AGENT SHALL BE RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT
OF ANY AGENT OR ATTORNEY-IN-FACT THAT IT SELECTS WITH REASONABLE CARE.
SECTION 10.3.
LIABILITY OF MANAGING AGENTS.
NO
AGENT-RELATED PERSON SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE
TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS LOAN AGREEMENT OR ANY
OTHER OPERATIVE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS
OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), OR (II) BE RESPONSIBLE IN ANY
MANNER TO ANY INVESTOR FOR ANY RECITAL, STATEMENT, REPRESENTATION OR WARRANTY
MADE BY THE BORROWER, ANY ELIGIBLE ORIGINATOR, THE ORIGINATOR, THE DEPOSITOR OR
THE MASTER SERVICER, OR ANY OFFICER THEREOF, CONTAINED IN THIS LOAN AGREEMENT OR
IN ANY OTHER OPERATIVE DOCUMENT, OR IN ANY CERTIFICATE, REPORT, STATEMENT OR
OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY THE MANAGING
AGENTS UNDER OR IN CONNECTION WITH, THIS LOAN AGREEMENT OR ANY OTHER OPERATIVE
DOCUMENT, OR THE VALIDITY, EFFECTIVENESS, GENUINENESS, ENFORCEABILITY OR
SUFFICIENCY OF THIS LOAN AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, OR FOR ANY
FAILURE OF THE BORROWER, ANY ELIGIBLE ORIGINATOR, THE ORIGINATOR, THE DEPOSITOR,
THE MASTER SERVICER OR ANY OTHER PARTY TO ANY OPERATIVE DOCUMENT TO PERFORM ITS
OBLIGATIONS HEREUNDER OR THEREUNDER.
NO AGENT-RELATED PERSON SHALL BE UNDER ANY
OBLIGATION TO ANY LENDER OR ANY BANK INVESTOR TO ASCERTAIN OR TO INQUIRE AS TO
THE OBSERVANCE OR PERFORMANCE OF ANY OF THE AGREEMENTS CONTAINED IN, OR
CONDITIONS OF, THIS LOAN AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, OR TO
INSPECT THE PROPERTIES, BOOKS OR RECORDS OF THE BORROWER, ANY ELIGIBLE