ASSIST ADMINISTRATIVE AGENT OR ANY LENDER
PERMITTED TO SELL ASSIGNMENTS OR PARTICIPATIONS UNDER THIS SECTION 13.7 IN A
MANNER REASONABLY NECESSARY IN ORDER TO ENABLE OR EFFECT ANY SUCH ASSIGNMENT OR
PARTICIPATION, INCLUDING (BUT NOT LIMITED TO) THE EXECUTION AND DELIVERY OF ANY
AND ALL AGREEMENTS, NOTES AND OTHER DOCUMENTS AND INSTRUMENTS AS SHALL BE
REQUESTED AND THE DELIVERY OF INFORMATIONAL MATERIALS, APPRAISALS OR OTHER
DOCUMENTS FOR, AND THE PARTICIPATION OF RELEVANT MANAGEMENT IN MEETINGS AND
CONFERENCE CALLS WITH, POTENTIAL LENDERS OR PARTICIPANTS. BORROWERS SHALL
CERTIFY THE CORRECTNESS, COMPLETENESS AND ACCURACY, IN ALL MATERIAL RESPECTS, OF
ALL DESCRIPTIONS OF BORROWERS AND GUARANTORS AND THEIR AFFAIRS PROVIDED,
PREPARED OR REVIEWED BY ANY BORROWER OR GUARANTOR THAT ARE CONTAINED IN ANY
SELLING MATERIALS AND ALL OTHER INFORMATION PROVIDED BY IT AND INCLUDED IN SUCH
MATERIALS.
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
PATRIOT ACT.
EACH LENDER SUBJECT TO THE PATRIOT ACT HEREBY
NOTIFIES EACH BORROWER AND GUARANTOR THAT PURSUANT TO THE REQUIREMENTS OF THE
PATRIOT 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 BORROWER AND GUARANTOR AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER TO
IDENTIFY SUCH PERSON IN ACCORDANCE WITH THE PATRIOT ACT AND ANY OTHER APPLICABLE
LAW.
BORROWER AND GUARANTOR ARE HEREBY ADVISED THAT ANY LOANS OR LETTERS OF
CREDIT ACCOMMODATIONS HEREUNDER ARE SUBJECT TO SATISFACTORY RESULTS OF SUCH
VERIFICATION.
IN ADDITION, IF ADMINISTRATIVE AGENT IS REQUIRED BY LAW OR
REGULATION OR INTERNAL POLICIES TO DO SO, IT SHALL HAVE THE RIGHT TO
PERIODICALLY CONDUCT (A) PATRIOT ACT SEARCHES, OFAC/PEP SEARCHES, AND CUSTOMARY
INDIVIDUAL BACKGROUND CHECKS FOR BORROWER AND GUARANTOR AND (B) OFAC/PEP
SEARCHES AND CUSTOMARY INDIVIDUAL BACKGROUND CHECKS FOR THE SENIOR MANAGEMENT
AND KEY PRINCIPALS OF BORROWER AND GUARANTOR, AND BORROWER AND GUARANTOR AGREE
TO COOPERATE IN RESPECT OF THE CONDUCT OF SUCH SEARCHES AND FURTHER AGREE THAT
BORROWER SHALL PAY TO ADMINISTRATIVE AGENT ON DEMAND THE REASONABLE COSTS AND
CHARGES FOR SUCH SEARCHES.
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 SHALL HAVE THE SAME FORCE AND EFFECT
AS THE