TO AGENT.
SECTION 12.
OBLIGATIONS OF THE OBLIGORS NOT AFFECTED.
THE PROVISIONS OF
THIS AGREEMENT ARE INTENDED SOLELY FOR THE PURPOSE OF DEFINING THE RELATIVE
RIGHTS OF EACH OBLIGOR AGAINST THE OTHER OBLIGORS, ON THE ONE HAND, AND OF AGENT
AND THE LENDERS AGAINST THE OBLIGORS, ON THE OTHER HAND.
NOTHING CONTAINED IN
THIS AGREEMENT SHALL (I) IMPAIR, AS BETWEEN EACH OBLIGOR AND THE OTHER OBLIGORS,
THE OBLIGATION OF THE OTHER OBLIGORS TO PAY THEIR RESPECTIVE OBLIGATIONS WITH
RESPECT TO THE SUBORDINATED DEBT AS AND WHEN THE SAME SHALL BECOME DUE AND
PAYABLE, OR (II) OTHERWISE AFFECT THE RELATIVE RIGHTS OF EACH OBLIGOR AGAINST
THE OTHER OBLIGORS, ON THE ONE HAND, AND OF THE CREDITORS (OTHER THAN AGENT AND
THE LENDERS) OF THE OTHER OBLIGORS AGAINST THE OTHER OBLIGORS, ON THE OTHER
HAND.
SECTION 13.
ENDORSEMENT OF OBLIGOR DOCUMENTS; FURTHER ASSURANCES AND
ADDITIONAL ACTS.
(A)
ENDORSEMENT OF OBLIGOR DOCUMENTS.
AT THE REQUEST OF AGENT, ALL
DOCUMENTS AND INSTRUMENTS EVIDENCING ANY OF THE SUBORDINATED DEBT, IF ANY, SHALL
BE ENDORSED WITH A LEGEND NOTING THAT SUCH DOCUMENTS AND INSTRUMENTS ARE SUBJECT
TO THIS AGREEMENT, AND EACH OBLIGOR SHALL PROMPTLY DELIVER TO AGENT EVIDENCE OF
THE SAME.
(B)
FURTHER ASSURANCES AND ADDITIONAL ACTS.
EACH OBLIGOR SHALL
EXECUTE, ACKNOWLEDGE, DELIVER, FILE, NOTARIZE, AND REGISTER AT ITS OWN EXPENSE
ALL SUCH FURTHER AGREEMENTS, INSTRUMENTS, CERTIFICATES, FINANCING STATEMENTS,
DOCUMENTS, AND ASSURANCES, AND PERFORM SUCH ACTS AS AGENT REASONABLY SHALL DEEM
NECESSARY OR APPROPRIATE TO EFFECTUATE THE PURPOSES OF THIS AGREEMENT, AND
PROMPTLY PROVIDE AGENT WITH EVIDENCE OF THE FOREGOING REASONABLY SATISFACTORY IN
FORM AND SUBSTANCE TO AGENT.
SECTION 14.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR
HEREUNDER SHALL, UNLESS OTHERWISE STATED HEREIN, BE IN WRITING (INCLUDING BY
FACSIMILE TRANSMISSION) AND SHALL
7
BE MAILED, SENT, OR DELIVERED IN ACCORDANCE WITH THE NOTICE PROVISIONS CONTAINED
IN THE LOAN AGREEMENT.
SECTION 15.
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE ON THE PART OF
AGENT OR ANY LENDER TO EXERCISE, AND NO DELAY IN EXERCISING, ANY RIGHT, REMEDY,
POWER, OR PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY
SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, REMEDY, POWER, OR PRIVILEGE
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT, REMEDY, POWER, OR PRIVILEGE.
THE RIGHTS AND REMEDIES UNDER THIS
AGREEMENT ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS, REMEDIES, POWERS, AND
PRIVILEGES THAT MAY OTHERWISE BE AVAILABLE TO AGENT OR ANY LENDER.
SECTION 16.
COSTS AND EXPENSES.
EACH OF THE OBLIGORS, JOINTLY AND
SEVERALLY, AGREES TO PAY TO AGENT AND THE LENDERS ON DEMAND (A) THE REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES OF SUCH PERSON, AND THE REASONABLE FEES AND
DISBURSEMENTS OF COUNSEL TO SUCH PERSON, IN CONNECTION WITH THE NEGOTIATION,
PREPARATION, EXECUTION, DELIVERY, AND ADMINISTRATION OF THIS AGREEMENT, AND ANY
AMENDMENTS, MODIFICATIONS, OR WAIVERS OF THE TERMS THEREOF AND (B) ALL COSTS AND
EXPENSES OF SUCH PERSON, AND THE FEES AND DISBURSEMENTS OF COUNSEL TO SUCH
PERSON, IN CONNECTION WITH THE ENFORCEMENT OR ATTEMPTED ENFORCEMENT OF, AND
PRESERVATION OF