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 WERE NOT THE AGENT OR A
BANK INVESTOR 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 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, BANK OF AMERICA (AND ANY SUCCESSOR ACTING
AS AGENT) IN ITS CAPACITY AS A BANK INVESTOR HEREUNDER SHALL HAVE THE SAME
RIGHTS AND POWERS UNDER THIS LOAN AGREEMENT AS ANY OTHER BANK INVESTOR AND MAY
EXERCISE THE SAME AS THOUGH IT WERE NOT THE AGENT OR A BANK INVESTOR, AND THE
TERM "BANK INVESTOR" OR "BANK INVESTORS" SHALL, UNLESS THE CONTEXT OTHERWISE
INDICATES, INCLUDE THE AGENT IN ITS INDIVIDUAL CAPACITY.
SECTION 9.9.
RESIGNATION OF AGENT.
THE AGENT MAY RESIGN AS AGENT
UPON THIRTY (30) DAYS' NOTICE TO THE BANK INVESTORS AND THE LENDERS.
IF THE
AGENT RESIGNS UNDER THIS LOAN AGREEMENT, THE MAJORITY INVESTORS SHALL APPOINT,
WITH THE CONSENT OF THE BORROWER, WHICH CONSENT SHALL NOT UNREASONABLY BE
WITHHELD, FROM AMONG THE BANK INVESTORS A SUCCESSOR AGENT FOR THE BANK
INVESTORS.
IF NO SUCCESSOR AGENT IS APPOINTED PRIOR TO THE EFFECTIVE DATE OF
THE RESIGNATION OF THE AGENT, THE AGENT MAY APPOINT, AFTER CONSULTING WITH THE
BANK INVESTORS A SUCCESSOR AGENT FROM AMONG THE BANK INVESTORS AND, WITH THE
CONSENT OF THE BORROWER, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD.
UPON
THE ACCEPTANCE OF ITS APPOINTMENT AS SUCCESSOR AGENT HEREUNDER, SUCH SUCCESSOR
AGENT SHALL SUCCEED TO ALL THE RIGHTS, POWERS AND DUTIES OF THE RETIRING AGENT
AND THE TERM "AGENT" SHALL MEAN SUCH SUCCESSOR AGENT AND THE RETIRING AGENT'S
APPOINTMENT, POWERS AND DUTIES AS AGENT SHALL BE TERMINATED.
AFTER ANY RETIRING
AGENT'S RESIGNATION HEREUNDER AS AGENT, THE PROVISIONS OF THIS SECTION 9.9 AND
SECTIONS 9.3 AND 9.7 SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR
OMITTED TO BE TAKEN BY IT WHILE IT WAS THE AGENT UNDER THIS LOAN AGREEMENT.
IF
NO SUCCESSOR AGENT HAS ACCEPTED APPOINTMENT AS AGENT BY THE DATE WHICH IS THIRTY
(30) DAYS FOLLOWING A RETIRING AGENT'S NOTICE OF RESIGNATION, THE RETIRING
AGENT'S RESIGNATION SHALL NEVERTHELESS THEREUPON BECOME EFFECTIVE AND THE BANK
INVESTORS SHALL PERFORM ALL OF THE DUTIES OF THE AGENT HEREUNDER UNTIL SUCH
TIME, IF ANY, AS THE MAJORITY INVESTORS APPOINT A SUCCESSOR AGENT AS PROVIDED
FOR ABOVE.
SECTION 9.10.
PAYMENTS BY THE AGENT.
UNLESS SPECIFICALLY ALLOCATED TO
A BANK INVESTOR PURSUANT TO THE