OF LIABILITY TO
LENDER.
(C)
IN NO EVENT SHALL THIS SECTION 12.6 OR ANY OTHER PROVISION OF THIS
AGREEMENT, ANY OF THE OTHER FINANCING AGREEMENTS OR APPLICABLE LAW BE DEEMED:
(I) TO APPLY TO OR RESTRICT DISCLOSURE OF INFORMATION THAT HAS BEEN OR IS MADE
PUBLIC BY ANY BORROWER, ANY GUARANTOR OR ANY THIRD PARTY WITHOUT BREACH OF THIS
SECTION 12.6 OR OTHERWISE BECOME GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS
A RESULT OF A DISCLOSURE IN VIOLATION HEREOF, (II) TO APPLY TO OR RESTRICT
DISCLOSURE OF INFORMATION THAT WAS OR BECOMES AVAILABLE TO LENDER (OR ANY
AFFILIATE OF LENDER) ON A NON-CONFIDENTIAL BASIS FROM A PERSON OTHER THAN A
BORROWER OR GUARANTOR, (III) REQUIRE LENDER TO RETURN ANY MATERIALS FURNISHED BY
A BORROWER OR GUARANTOR TO LENDER OR (IV) PREVENT LENDER FROM RESPONDING TO
ROUTINE INFORMATIONAL REQUESTS IN ACCORDANCE WITH THE CODE OF ETHICS FOR THE
EXCHANGE OF CREDIT INFORMATION PROMULGATED BY THE ROBERT MORRIS ASSOCIATES OR
OTHER APPLICABLE INDUSTRY STANDARDS RELATING TO THE EXCHANGE OF CREDIT
INFORMATION.
THE OBLIGATIONS OF
115
LENDER UNDER THIS SECTION 12.6 SHALL SUPERSEDE AND REPLACE THE OBLIGATIONS OF
LENDER UNDER ANY CONFIDENTIALITY LETTER SIGNED PRIOR TO THE DATE HEREOF OR ANY
OTHER ARRANGEMENTS CONCERNING THE CONFIDENTIALITY OF INFORMATION PROVIDED BY ANY
BORROWER OR GUARANTOR TO LENDER.
12.7
Entire Agreement.
This Agreement, the other Financing Agreements,
any supplements hereto or thereto, and any instruments or documents delivered or
to be delivered in connection herewith or therewith represents the entire
agreement and understanding concerning the subject matter hereof and thereof
between the parties hereto, and supersede all other prior agreements,
understandings, negotiations and discussions, representations, warranties,
commitments, proposals, offers and contracts concerning the subject matter
hereof, whether oral or written.
In the event of any inconsistency between the
terms of this Agreement and any schedule or exhibit hereto, the terms of this
Agreement shall govern.
12.8
USA Patriot Act.
Lender hereby notifies Borrowers and Guarantors
that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub.L.
107-56 (signed into law October 26, 2001) (the "Act"), it is required to obtain,
verify and record information that identifies each person or corporation who
opens an account and/or enters into a business relationship with it, which
information includes the name and address of Borrowers and Guarantors and other
information that will allow such Lender to identify such person in accordance
with the Act and any other applicable law.
Borrowers and Guarantors are hereby
advised that any Loans or Letters of Credit hereunder are subject to
satisfactory results of such verification.
12.9
Counterparts, Etc.
This Agreement or any of the other Financing
Agreements may be executed in any number of counterparts, each of which shall be
an original, but all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of this Agreement or any of the
other Financing Agreements by facsimile or other electronic method of
transmission shall have the same force and effect as the delivery