HEREUNDER. WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER
SHALL REIMBURSE AGENT UPON DEMAND FOR SUCH LENDER'S PRO RATA SHARE OF ANY COSTS
OR OUT OF POCKET EXPENSES (INCLUDING REASONABLE FEES AND EXPENSES OF ATTORNEYS,
ACCOUNTANTS, ADVISORS, AND CONSULTANTS FEES AND EXPENSES) INCURRED BY 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 AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY DOCUMENT
CONTEMPLATED BY OR REFERRED TO HEREIN, TO THE EXTENT THAT AGENT IS NOT
REIMBURSED FOR SUCH EXPENSES BY OR ON BEHALF OF BORROWERS. THE UNDERTAKING IN
THIS SECTION SHALL SURVIVE THE PAYMENT OF ALL OBLIGATIONS HEREUNDER AND THE
RESIGNATION OR REPLACEMENT OF AGENT.
15.8
AGENT IN INDIVIDUAL CAPACITY. GVECR 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 BORROWERS AND THEIR
SUBSIDIARIES AND AFFILIATES AND ANY OTHER PERSON PARTY TO ANY LOAN DOCUMENTS AS
THOUGH GVECR WERE NOT AGENT HEREUNDER, AND, IN EACH CASE, WITHOUT NOTICE TO OR
CONSENT OF THE OTHER MEMBERS OF THE LENDER GROUP. THE OTHER MEMBERS OF THE
LENDER GROUP ACKNOWLEDGE THAT, PURSUANT TO SUCH ACTIVITIES, GVECR OR ITS
AFFILIATES MAY RECEIVE INFORMATION REGARDING BORROWERS OR THEIR AFFILIATES AND
ANY OTHER PERSON PARTY TO ANY LOAN DOCUMENTS THAT IS SUBJECT TO CONFIDENTIALITY
OBLIGATIONS IN FAVOR OF BORROWERS OR SUCH OTHER
57
PERSON AND THAT PROHIBIT THE DISCLOSURE OF SUCH INFORMATION TO THE LENDERS, AND
THE LENDERS ACKNOWLEDGE THAT, IN SUCH CIRCUMSTANCES (AND IN THE ABSENCE OF A
WAIVER OF SUCH CONFIDENTIALITY OBLIGATIONS, WHICH WAIVER AGENT WILL USE ITS
REASONABLE BEST EFFORTS TO OBTAIN), AGENT SHALL NOT BE UNDER ANY OBLIGATION TO
PROVIDE SUCH INFORMATION TO THEM. THE TERMS "LENDER" AND "LENDERS" INCLUDE GVECR
IN ITS INDIVIDUAL CAPACITY.
15.9
SUCCESSOR AGENT. AGENT MAY RESIGN AS AGENT UPON 45 DAYS NOTICE TO
THE LENDERS (OR SUCH SHORTER PERIOD AGREED TO BY THE AGENT AND THE REQUIRED
LENDERS). IF AGENT RESIGNS UNDER THIS AGREEMENT, THE REQUIRED LENDERS SHALL
APPOINT A SUCCESSOR AGENT FOR THE LENDERS. IF NO SUCCESSOR AGENT IS APPOINTED
PRIOR TO THE EFFECTIVE DATE OF THE RESIGNATION OF AGENT, AGENT MAY APPOINT,
AFTER CONSULTING WITH THE LENDERS, A SUCCESSOR AGENT. IF AGENT HAS MATERIALLY
BREACHED OR FAILED TO PERFORM ANY MATERIAL PROVISION OF THIS AGREEMENT OR OF
APPLICABLE LAW, THE REQUIRED LENDERS MAY AGREE IN WRITING TO REMOVE AND REPLACE
AGENT WITH A SUCCESSOR AGENT FROM AMONG THE LENDERS. IN ANY SUCH EVENT, 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