Agent or Lenders in writing concurrently with the execution of this Agreement.
Section 9.12 Governance; Exhibits. The terms of this Agreement shall
govern if determined to be in conflict with the terms or provisions in any
other Loan Document. The exhibits attached to this Agreement are incorporated
in this Agreement and shall be considered a part of this Agreement except that
in the event of any conflict between an exhibit and this Agreement or another
Loan Document, the provisions of this Agreement or the Loan Document, as the
case may be, shall prevail over the exhibit.
Section 9.13 Titles of Articles, Sections, and Subsections. All titles
or headings to articles, sections, subsections, or other divisions of this
Agreement or the exhibits to this Agreement are only for the convenience of the
parties and shall not be construed to have any effect or meaning with respect
to the other content of such articles, sections, subsections, or other
divisions, such other content being controlling with respect to the agreement
between the parties.
Section 9.14 Time of Essence. Time is of the essence with regard to
each and every provision of this Agreement.
Section 9.15 Remedies. All remedies for which this Agreement and all
other Loan Documents provide for Agent shall be in addition to all other
remedies available to Agent and Lenders under the principles of law and equity,
and pursuant to any other body of law, statutory or otherwise.
Section 9.16 Application of Prepayments. Prepayments shall be applied
at Agent's sole discretion (i) first to accrued interest under any of the
Obligations as determined by Agent and (ii) second to reduce principal of any
of the Obligations, all in such manner as determined by Agent.
Section 9.17 Computations; Accounting Principles. Where the character
or amount of any asset or liability or item of income or expense is required to
be determined, or any consolidation or other accounting computation is required
to be made for the purposes of this Agreement, such determination or
calculation, to the extent applicable and except as otherwise specified in this
Agreement, shall be made in accordance with GAAP applied on a consolidated
basis consistent with those in effect at the Closing Date.
Section 9.18 Costs, Expenses, and Taxes. Borrower agrees to pay on
demand all out-of-pocket costs and expenses of Agent (including the reasonable
fees and out-of-pocket expenses of counsel for Agent) incurred by Agent in
connection with the preparation, execution, delivery, administration,
interpretation, enforcement, or protection of Agent or either of Lenders'
rights under the Loan Documents (including any suit for declaratory judgment or
interpretation of the provisions hereof). In addition,