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 THE 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
ORIGINATOR, THE ORIGINATOR, THE DEPOSITOR, THE MASTER SERVICER, THE BACK-UP
SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES.
SECTION 9.4.
RELIANCE BY AGENT.
(A)
THE AGENT SHALL BE ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED
IN RELYING, UPON ANY WRITING, RESOLUTION, NOTICE, CONSENT, CERTIFICATE,
AFFIDAVIT, LETTER, TELEGRAM, FACSIMILE, TELEX OR TELEPHONE MESSAGE, STATEMENT OR
OTHER DOCUMENT OR CONVERSATION BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO
HAVE BEEN SIGNED, SENT OR MADE BY OR ON BEHALF OF THE PROPER PERSON OR PERSONS,
AND UPON ADVICE AND STATEMENTS OF LEGAL COUNSEL (INCLUDING COUNSEL TO THE
BORROWER, ANY ELIGIBLE ORIGINATOR, THE ORIGINATOR, THE DEPOSITOR, THE MASTER
SERVICER AND THE BACK-UP SERVICER), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS
SELECTED BY THE AGENT.
THE AGENT SHALL BE FULLY JUSTIFIED IN FAILING OR
REFUSING TO TAKE ANY ACTION UNDER THIS LOAN AGREEMENT OR ANY OTHER OPERATIVE
DOCUMENT UNLESS IT SHALL FIRST RECEIVE SUCH ADVICE OR CONCURRENCE OF THE
MAJORITY INVESTORS AS IT DEEMS APPROPRIATE AND, IF IT SO REQUESTS, IT SHALL
FIRST BE INDEMNIFIED TO ITS
46
SATISFACTION BY THE LENDER AND THE BANK INVESTORS AGAINST ANY AND ALL LIABILITY
AND EXPENSE WHICH MAY BE INCURRED BY IT BY REASON OF TAKING OR CONTINUING TO
TAKE ANY SUCH ACTION.
THE AGENT SHALL IN ALL CASES BE FULLY PROTECTED IN
ACTING, OR IN REFRAINING FROM ACTING, UNDER THIS LOAN AGREEMENT OR ANY OTHER
OPERATIVE DOCUMENT IN ACCORDANCE WITH A REQUEST OR CONSENT OF THE MAJORITY
INVESTORS OR, IF REQUIRED HEREUNDER, ALL INVESTORS AND SUCH REQUEST AND ANY
ACTION TAKEN OR FAILURE TO ACT PURSUANT THERETO SHALL BE BINDING UPON ALL OF THE
INVESTORS.
(B)
FOR PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS
SPECIFIED IN ARTICLE V, THE LENDER AND EACH BANK INVESTOR THAT HAS EXECUTED THIS
LOAN AGREEMENT SHALL BE DEEMED TO HAVE CONSENTED TO, APPROVED OR ACCEPTED OR TO
BE SATISFIED WITH, EACH DOCUMENT OR OTHER MATTER EITHER SENT BY THE AGENT TO THE
LENDER OR SUCH BANK INVESTOR FOR CONSENT, APPROVAL, ACCEPTANCE OR SATISFACTION,
OR REQUIRED THEREUNDER TO BE CONSENTED TO OR APPROVED BY OR ACCEPTABLE OR
SATISFACTORY TO THE LENDER OR SUCH BANK INVESTOR.
SECTION 9.5.
NOTICE OF POTENTIAL EVENT OF DEFAULT, EVENT OF DEFAULT
FACILITY, TERMINATION EVENT OR SERVICER DEFAULT.
THE AGENT SHALL NOT BE DEEMED
TO HAVE KNOWLEDGE OR NOTICE OF THE OCCURRENCE OF A POTENTIAL EVENT OF DEFAULT,
AN EVENT OF DEFAULT, FACILITY TERMINATION EVENT OR A SERVICER DEFAULT, UNLESS
THE AGENT HAS RECEIVED WRITTEN NOTICE FROM THE LENDER, A BANK INVESTOR OR THE
BORROWER REFERRING TO THIS LOAN AGREEMENT, DESCRIBING SUCH POTENTIAL EVENT OF