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 THE MANAGING AGENTS IN ITS INDIVIDUAL
CAPACITY.
SECTION 10.9.
RESIGNATION OF MANAGING AGENTS.
EACH MANAGING AGENT MAY
RESIGN AS MANAGING AGENT UPON THIRTY (30) DAYS' NOTICE TO THE BANK INVESTORS AND
THE LENDERS.
IF A MANAGING AGENT RESIGNS UNDER THIS LOAN AGREEMENT, WITH
RESPECT TO EACH GROUP, 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 A MANAGING AGENT,
SUCH MANAGING AGENT MAY APPOINT, AFTER CONSULTING WITH THE RELATED BANK
INVESTORS A SUCCESSOR AGENT FROM AMONG SUCH 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 MANAGING
AGENT AND THE TERM "MANAGING AGENT" SHALL INCLUDE SUCH SUCCESSOR AGENT AND THE
RETIRING MANAGING AGENT'S APPOINTMENT, POWERS AND DUTIES AS MANAGING AGENT SHALL
BE TERMINATED.
AFTER ANY RETIRING MANAGING AGENT'S RESIGNATION HEREUNDER AS
MANAGING AGENT, THE PROVISIONS OF THIS SECTION 10.9 AND SECTIONS 10.3 AND 10.7
SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT
WHILE IT WAS A MANAGING AGENT UNDER THIS LOAN AGREEMENT.
IF NO SUCCESSOR AGENT
HAS ACCEPTED APPOINTMENT AS A MANAGING AGENT BY THE DATE WHICH IS THIRTY (30)
DAYS FOLLOWING A RETIRING MANAGING AGENT'S NOTICE OF RESIGNATION, THE RETIRING
MANAGING AGENT'S RESIGNATION SHALL NEVERTHELESS THEREUPON BECOME EFFECTIVE AND
THE RELATED BANK INVESTORS SHALL PERFORM ALL OF THE DUTIES OF SUCH MANAGING
AGENT HEREUNDER UNTIL SUCH TIME, IF ANY, AS THE