OBLIGATIONS TO WHICH SUCH PAYMENT WAS APPLIED SHALL, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, BE DEEMED TO HAVE CONTINUED IN EXISTENCE, NOTWITHSTANDING SUCH
APPLICATION, AND EACH BORROWER SHALL BE JOINTLY AND SEVERALLY LIABLE FOR SUCH
OBLIGATIONS AS FULLY AS IF SUCH APPLICATION HAD NEVER BEEN MADE.
REFERENCES IN
THIS AGREEMENT TO AMOUNTS "IRREVOCABLY PAID" OR TO "IRREVOCABLE PAYMENT" REFER
TO PAYMENTS THAT CANNOT BE SET ASIDE, RECOVERED, RESCINDED OR REQUIRED TO BE
RETURNED FOR ANY REASON.
(H)
BORROWERS' FINANCIAL CONDITION.
EACH
BORROWER IS FAMILIAR WITH THE FINANCIAL CONDITION OF THE OTHER BORROWERS, AND
EACH BORROWER HAS EXECUTED AND DELIVERED THIS AGREEMENT BASED ON THAT BORROWER'S
OWN JUDGMENT AND NOT IN RELIANCE UPON ANY STATEMENT OR REPRESENTATION OF THE
LENDERS OR THE ADMINISTRATIVE AGENT.
THE LENDERS AND THE ADMINISTRATIVE AGENT
SHALL HAVE NO OBLIGATION TO PROVIDE ANY BORROWER WITH ANY ADVICE WHATSOEVER OR
TO INFORM ANY BORROWER AT ANY TIME OF ANY
LENDER'S ACTIONS, EVALUATIONS OR
CONCLUSIONS ON THE FINANCIAL CONDITION OR ANY OTHER MATTER CONCERNING THE
BORROWERS.
(I)
BANKRUPTCY OF THE BORROWERS.
EACH
BORROWER EXPRESSLY AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
LIABILITIES AND OBLIGATIONS OF THAT BORROWER UNDER THIS AGREEMENT
70
SHALL NOT IN ANY WAY BE IMPAIRED OR OTHERWISE AFFECTED BY THE INSTITUTION BY OR
AGAINST ANY OTHER BORROWER OR ANY OTHER PERSON OF ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR ANY OTHER
SIMILAR PROCEEDINGS FOR RELIEF UNDER ANY BANKRUPTCY LAW OR SIMILAR LAW FOR THE
RELIEF OF DEBTORS AND THAT ANY DISCHARGE OF ANY OF THE OBLIGATIONS PURSUANT TO
ANY SUCH BANKRUPTCY OR SIMILAR LAW OR OTHER LAW SHALL NOT DIMINISH, DISCHARGE OR
OTHERWISE AFFECT IN ANY WAY THE OBLIGATIONS OF THAT BORROWER UNDER THIS
AGREEMENT, AND THAT UPON THE INSTITUTION OF ANY OF THE ABOVE ACTIONS, SUCH
OBLIGATIONS SHALL BE ENFORCEABLE AGAINST THAT BORROWER.
(J)
LIMITATION; INSOLVENCY LAWS.
AS USED IN
THIS SECTION 9.18(J): (A) THE TERM "APPLICABLE INSOLVENCY LAWS" MEANS THE LAWS
OF THE UNITED STATES OF AMERICA OR OF ANY STATE, PROVINCE, NATION OR OTHER
GOVERNMENTAL UNIT RELATING TO BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
ADJUSTMENT OF DEBTS, RELIEF OF DEBTORS, DISSOLUTION, INSOLVENCY, FRAUDULENT
TRANSFERS OR CONVEYANCES OR OTHER SIMILAR LAWS (INCLUDING, WITHOUT LIMITATION,
11 U. S. C. §547, §548, §550 AND OTHER "AVOIDANCE" PROVISIONS OF TITLE 11 OF THE
UNITED STATED CODE) AS APPLICABLE IN ANY PROCEEDING IN WHICH THE VALIDITY AND/OR
ENFORCEABILITY OF THIS AGREEMENT AGAINST ANY BORROWER, OR ANY SPECIFIED LIEN IS
IN ISSUE; AND (B) "SPECIFIED LIEN" MEANS ANY SECURITY INTEREST, MORTGAGE, LIEN
OR ENCUMBRANCE GRANTED BY ANY BORROWER SECURING THE OBLIGATIONS, IN WHOLE OR IN
PART.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IF, IN ANY
PROCEEDING, A COURT OF COMPETENT JURISDICTION DETERMINES THAT WITH RESPECT TO
ANY BORROWER, THIS AGREEMENT OR ANY SPECIFIED LIEN WOULD, BUT FOR THE OPERATION
OF THIS SECTION, BE SUBJECT TO AVOIDANCE AND/OR RECOVERY OR BE UNENFORCEABLE BY
REASON OF APPLICABLE INSOLVENCY LAWS, THIS AGREEMENT AND EACH SUCH SPECIFIED
LIEN SHALL BE VALID AND ENFORCEABLE AGAINST SUCH BORROWER, ONLY TO