IN ANY
SELLING MATERIALS AND ALL OTHER INFORMATION PROVIDED BY IT AND INCLUDED IN SUCH
MATERIALS.
(H)
ANY LENDER THAT IS AN ISSUING BANK MAY AT ANY TIME ASSIGN
ALL OF ITS COMMITMENTS PURSUANT TO THIS SECTION 13.7.
IF SUCH ISSUING BANK
CEASES TO BE LENDER, IT MAY, AT ITS OPTION, RESIGN AS ISSUING BANK AND SUCH
ISSUING BANK'S OBLIGATIONS TO ISSUE LETTERS OF CREDIT SHALL TERMINATE BUT IT
SHALL RETAIN ALL OF THE RIGHTS AND OBLIGATIONS OF ISSUING BANK HEREUNDER WITH
RESPECT TO LETTERS OF CREDIT OUTSTANDING AS OF THE EFFECTIVE DATE OF ITS
RESIGNATION AND ALL LETTER OF CREDIT OBLIGATIONS WITH RESPECT THERETO (INCLUDING
THE RIGHT TO REQUIRE LENDERS TO MAKE REVOLVING LOANS OR FUND RISK PARTICIPATIONS
IN OUTSTANDING LETTER OF CREDIT OBLIGATIONS), SHALL CONTINUE.
13.8
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.
13.9
USA PATRIOT ACT.
EACH LENDER SUBJECT TO THE USA PATRIOT ACT (TITLE III OF
PUB.L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001) (THE "ACT") HEREBY NOTIFIES
BORROWERS AND GUARANTORS THAT PURSUANT TO THE REQUIREMENTS OF 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.
13.10
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 TELEFACSIMILE OR OTHER ELECTRONIC METHOD OF
TRANSMISSION SHALL HAVE THE SAME FORCE AND EFFECT AS THE DELIVERY OF AN ORIGINAL
EXECUTED COUNTERPART OF THIS AGREEMENT OR ANY OF SUCH OTHER FINANCING
AGREEMENTS.
ANY PARTY DELIVERING AN EXECUTED COUNTERPART OF ANY SUCH AGREEMENT
BY TELEFACSIMILE OR OTHER ELECTRONIC METHOD OF TRANSMISSION SHALL ALSO DELIVER
AN ORIGINAL EXECUTED COUNTERPART, BUT THE FAILURE TO DO SO SHALL NOT AFFECT THE
VALIDITY, ENFORCEABILITY OR BINDING EFFECT OF SUCH AGREEMENT.
126
IN WITNESS WHEREOF, Agent, Lenders, Borrowers and Guarantors have caused these
presents to be duly executed as of the day and year first