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
49
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.
BANK OF AMERICA (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 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