TITLES OF ARTICLES, SECTIONS AND SUBSECTIONS.
ALL TITLES
OR HEADINGS TO ARTICLES, SECTIONS, SUBSECTIONS OR OTHER DIVISIONS OF THIS
AGREEMENT OR THE EXHIBITS HERETO 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 AS TO THE AGREEMENT BETWEEN THE PARTIES HERETO.
SECTION 9.14
COUNTERPARTS; FAX.
THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS, AND IT SHALL NOT BE NECESSARY THAT THE SIGNATURES OF BOTH OF THE
PARTIES HERETO BE CONTAINED ON ANY ONE COUNTERPART HEREOF, EACH COUNTERPART
SHALL BE DEEMED AN ORIGINAL, BUT ALL COUNTERPARTS TOGETHER SHALL CONSTITUTE ONE
AND THE SAME INSTRUMENT.
THIS AGREEMENT MAY BE DULY EXECUTED BY FACSIMILE OR
OTHER ELECTRONIC TRANSMISSION.
SECTION 9.15
TERMINATION: LIMITED SURVIVAL.
IN ITS SOLE AND ABSOLUTE
DISCRETION BORROWER MAY AT ANY TIME THAT NO OBLIGATIONS ARE OWING ELECT IN A
NOTICE DELIVERED TO LENDER TO TERMINATE THIS AGREEMENT.
UPON RECEIPT BY LENDER
OF SUCH A NOTICE, IF NO OBLIGATIONS ARE THEN OWING, THIS AGREEMENT AND ALL OTHER
LOAN DOCUMENTS SHALL THEREUPON BE TERMINATED AND THE PARTIES THERETO RELEASED
FROM ALL PROSPECTIVE OBLIGATIONS THEREUNDER.
NOTWITHSTANDING THE FOREGOING OR
ANYTHING HEREIN TO THE CONTRARY, ANY WAIVERS OR ADMISSIONS MADE BY ANY PERSON IN
ANY LOAN DOCUMENTS, ANY OBLIGATIONS, AND ANY OBLIGATIONS WHICH ANY PERSON MAY
HAVE TO INDEMNIFY OR COMPENSATE LENDER SHALL SURVIVE ANY TERMINATION OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT.
AT THE REQUEST AND EXPENSE OF BORROWER,
LENDER SHALL PREPARE AND EXECUTE ALL NECESSARY INSTRUMENTS TO REFLECT AND EFFECT
SUCH TERMINATION OF THE LOAN DOCUMENTS.
SECTION 9.16
DISCLOSURES.
LENDER MAY DISCLOSE TO, AND EXCHANGE AND
DISCUSS WITH, ANY OTHER PERSON ANY INFORMATION CONCERNING THE COLLATERAL OR
RELATED PERSON (WHETHER RECEIVED BY LENDER OR ANY OTHER PERSON) FOR THE PURPOSE
OF (A) COMPLYING WITH GOVERNMENTAL REQUIREMENTS OR ANY LEGAL PROCEEDINGS,
(B) PROTECTING OR PRESERVING THE COLLATERAL, (C) PROTECTING, PRESERVING,
EXERCISING OR ENFORCING ANY OF THEIR RIGHTS IN, UNDER OR RELATED TO THE
COLLATERAL OR THE LOAN DOCUMENTS, (D) PERFORMING ANY OF THEIR OBLIGATIONS UNDER
OR RELATED TO THE LOAN DOCUMENTS OR ANY INTERCREDITOR AGREEMENT RELATING TO A
PERMITTED WAREHOUSE FACILITY, OR (E) CONSULTING WITH RESPECT TO ANY OF THE
FOREGOING MATTERS.
45
SECTION 9.17
TIME IS OF THE ESSENCE.
TIME IS OF THE ESSENCE WITH
RESPECT TO THE PERFORMANCE OF THE OBLIGATIONS CONTAINED IN THIS AGREEMENT.
SECTION 9.18
USA PATRIOT ACT NOTICE.
LENDER HEREBY NOTIFIES BORROWER
THAT PURSUANT TO THE REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF PUB. L.
107-56 (SIGNED INTO LAW OCTOBER 26, 2003)) (THE "ACT"), IT IS REQUIRED TO
OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES BORROWER, WHICH
INFORMATION INCLUDES THE NAME AND ADDRESS OF BORROWER AND OTHER INFORMATION THAT
WILL ALLOW LENDER TO IDENTIFY BORROWER IN ACCORDANCE WITH THE ACT.
SECTION 9.19
ELECTRONIC TRANSACTIONS.
BORROWER HEREBY AFFIRMATIVELY
CONSENTS AND AGREES TO PERMIT LENDER AND ITS SUCCESSORS AND ASSIGNS TO ENTER
INTO TRANSACTIONS WITH BORROWER INVOLVING "ELECTRONIC RECORDS"