SHALL BE
DEEMED TO CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT FOR PURPOSES OF THIS
SECTION. WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER SHALL REIMBURSE THE
ADMINISTRATIVE AGENT UPON DEMAND FOR ITS RATABLE SHARE OF ANY COSTS OR
OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEY COSTS) INCURRED BY THE ADMINISTRATIVE
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 THE ADMINISTRATIVE
AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY OR ON BEHALF OF THE BORROWER. THE
UNDERTAKING IN THIS SECTION SHALL SURVIVE TERMINATION OF THE AGGREGATE
COMMITMENTS, THE PAYMENT OF ALL OTHER OBLIGATIONS AND THE RESIGNATION OF THE
ADMINISTRATIVE AGENT.
9.08
ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.
GUARANTY BANK 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 EACH OF THE LOAN PARTIES AND THEIR RESPECTIVE AFFILIATES AS THOUGH
GUARANTY BANK WERE NOT THE ADMINISTRATIVE AGENT OR A L/C ISSUER HEREUNDER AND
WITHOUT NOTICE TO OR CONSENT OF THE LENDERS. THE LENDERS ACKNOWLEDGE THAT,
PURSUANT TO SUCH ACTIVITIES, GUARANTY BANK OR ITS AFFILIATES MAY RECEIVE
INFORMATION REGARDING ANY LOAN PARTY OR ITS AFFILIATES (INCLUDING INFORMATION
THAT MAY BE SUBJECT TO CONFIDENTIALITY OBLIGATIONS IN FAVOR OF SUCH LOAN PARTY
OR SUCH AFFILIATE) AND ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT SHALL BE UNDER
NO OBLIGATION TO PROVIDE SUCH INFORMATION TO THEM. WITH RESPECT TO ITS LOANS,
GUARANTY BANK SHALL HAVE THE SAME RIGHTS AND POWERS UNDER THIS AGREEMENT AS ANY
OTHER LENDER AND MAY EXERCISE SUCH RIGHTS AND POWERS AS THOUGH IT WERE NOT THE
ADMINISTRATIVE AGENT OR A L/C ISSUER, AND THE TERMS "LENDER" AND "LENDERS"
INCLUDE GUARANTY BANK IN ITS INDIVIDUAL CAPACITY.
9.09
SUCCESSOR ADMINISTRATIVE AGENT. THE ADMINISTRATIVE
AGENT MAY RESIGN AS ADMINISTRATIVE AGENT UPON 30 DAYS' NOTICE TO THE LENDERS AND
MAY BE REMOVED AT ANY TIME WITH OR WITHOUT CAUSE BY THE REQUIRED LENDERS;
PROVIDED THAT ANY SUCH REMOVAL OR RESIGNATION BY GUARANTY BANK SHALL ALSO
CONSTITUTE ITS REMOVAL AND RESIGNATION AS A L/C ISSUER AND SWING LINE LENDER. IF
THE ADMINISTRATIVE AGENT IS REMOVED OR RESIGNS UNDER THIS AGREEMENT, THE
REQUIRED
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LENDERS SHALL APPOINT FROM AMONG THE LENDERS A SUCCESSOR ADMINISTRATIVE AGENT
FOR THE LENDERS, WHICH SUCCESSOR ADMINISTRATIVE AGENT (A) SHALL BE A COMMERCIAL
BANK OR FEDERAL SAVINGS BANK ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF
AMERICA OR OF ANY STATE THEREOF AND (B) SHALL BE CONSENTED TO BY THE BORROWER AT
ALL TIMES OTHER THAN DURING THE EXISTENCE OF AN EVENT OF DEFAULT (WHICH CONSENT
OF THE BORROWER SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED). IF NO SUCCESSOR
ADMINISTRATIVE AGENT IS APPOINTED PRIOR TO THE EFFECTIVE DATE OF THE REMOVAL OR
RESIGNATION OF THE ADMINISTRATIVE AGENT, THE