ANY OTHER GUARANTOR
IN RESPECT OF PAYMENTS MADE BY SUCH LOAN PARTY HEREUNDER, UNTIL ALL AMOUNTS
OWING TO THE LENDER BY THE LOAN PARTIES ON ACCOUNT OF THE OBLIGATIONS ARE
IRREVOCABLY PAID IN FULL.
IF ANY AMOUNT SHALL BE PAID TO A LOAN PARTY ON
ACCOUNT OF SUCH SUBROGATION RIGHTS AT ANY TIME WHEN ALL OF THE OBLIGATIONS SHALL
NOT HAVE BEEN IRREVOCABLY PAID IN FULL, SUCH AMOUNT SHALL BE HELD BY THAT LOAN
PARTY IN TRUST FOR THE LENDER, SEGREGATED FROM OTHER FUNDS OF THAT LOAN PARTY,
AND SHALL, FORTHWITH UPON RECEIPT BY THE LOAN PARTY, BE TURNED OVER TO THE
LENDER IN THE EXACT FORM RECEIVED BY THE LOAN PARTY (DULY INDORSED BY THE LOAN
PARTY TO THE LENDER, IF REQUIRED), TO BE APPLIED AGAINST THE OBLIGATIONS,
WHETHER MATURED OR UNMATURED, IN SUCH ORDER AS THE LENDER MAY DETERMINE.
APPLICATION OF PAYMENTS.
ANY AND ALL PAYMENTS UPON THE OBLIGATIONS MADE BY THE
LOAN PARTIES OR BY ANY OTHER PERSON, AND/OR THE PROCEEDS OF ANY OR ALL
COLLATERAL OR SECURITY FOR ANY OF THE OBLIGATIONS, MAY BE APPLIED BY THE LENDER
ON SUCH ITEMS OF THE OBLIGATIONS AS THE LENDER MAY ELECT.
RECOVERY OF PAYMENT.
IF ANY PAYMENT RECEIVED BY THE LENDER AND APPLIED TO THE
OBLIGATIONS IS SUBSEQUENTLY SET ASIDE, RECOVERED, RESCINDED OR REQUIRED TO BE
RETURNED FOR ANY REASON (INCLUDING, WITHOUT LIMITATION, THE BANKRUPTCY,
INSOLVENCY OR REORGANIZATION OF A LOAN PARTY OR ANY OTHER OBLIGOR), THE
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 LOAN PARTY 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TO PAYMENTS THAT CANNOT BE SET ASIDE, RECOVERED, RESCINDED OR REQUIRED TO BE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.
LOAN PARTIES' FINANCIAL CONDITION.
EACH LOAN PARTY IS FAMILIAR WITH THE
FINANCIAL CONDITION OF THE OTHER LOAN PARTIES, AND EACH LOAN PARTY HAS EXECUTED
AND DELIVERED THIS AGREEMENT BASED ON THAT LOAN PARTY'S OWN JUDGMENT AND NOT IN
RELIANCE UPON ANY STATEMENT OR REPRESENTATION OF THE LENDER.
THE LENDER SHALL
HAVE NO OBLIGATION TO PROVIDE ANY LOAN PARTY WITH ANY ADVICE WHATSOEVER OR TO
INFORM ANY LOAN PARTY AT ANY TIME OF THE LENDER'S ACTIONS, EVALUATIONS OR
CONCLUSIONS ON THE FINANCIAL CONDITION OR ANY OTHER MATTER CONCERNING THE LOAN
PARTIES.
BANKRUPTCY OF THE LOAN PARTIES.
EACH LOAN PARTY EXPRESSLY AGREES THAT, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITIES AND OBLIGATIONS OF THAT LOAN
PARTY
44
UNDER THIS AGREEMENT SHALL NOT IN ANY WAY BE IMPAIRED OR OTHERWISE AFFECTED BY
THE INSTITUTION BY OR AGAINST ANY OTHER LOAN PARTY 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