OTHER BORROWER OR GUARANTOR EVEN
THOUGH THE BORROWING BORROWER'S OR GUARANTOR'S FINANCIAL CONDITION MAY
DETERIORATE SINCE THE DATE HEREOF. EACH BORROWER AND GUARANTOR WAIVES THE RIGHT,
IF ANY, TO REQUIRE AGENT OR ANY LENDER TO DISCLOSE TO SUCH BORROWER OR GUARANTOR
ANY INFORMATION IT MAY NOW HAVE OR HEREAFTER ACQUIRE CONCERNING ANY OTHER
BORROWER'S OR GUARANTOR'S CHARACTER, CREDIT, COLLATERAL, FINANCIAL CONDITION OR
OTHER MATTERS. EACH BORROWER AND GUARANTOR HAS ESTABLISHED ADEQUATE MEANS TO
OBTAIN FROM EACH OTHER BORROWER AND GUARANTOR, ON A CONTINUING BASIS, FINANCIAL
AND OTHER INFORMATION PERTAINING TO SUCH BORROWER'S OR GUARANTOR'S BUSINESS AND
AFFAIRS, AND ASSUMES THE RESPONSIBILITY FOR BEING AND KEEPING INFORMED OF THE
FINANCIAL AND OTHER CONDITIONS OF THE OTHER BORROWERS AND GUARANTORS AND OF ALL
CIRCUMSTANCES BEARING UPON THE RISK OF NONPAYMENT OF THE OBLIGATIONS WHICH
DILIGENT INQUIRY WOULD REVEAL. NEITHER AGENT NOR ANY LENDER NEED INQUIRE INTO
THE POWERS OF ANY BORROWER OR GUARANTOR OR THE AUTHORITY OF ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, PARTNERS OR AGENTS ACTING OR PURPORTING TO ACT
IN THEIR BEHALF, AND ANY OBLIGATIONS CREATED IN RELIANCE UPON THE PURPORTED
EXERCISE OF SUCH POWER OR AUTHORITY IS HEREBY GUARANTEED. ALL OBLIGATIONS OF
EACH BORROWER AND GUARANTOR TO AGENT AND LENDERS HERETOFORE, NOW OR HEREAFTER
CREATED SHALL BE DEEMED TO HAVE BEEN GRANTED AT EACH BORROWER'S AND GUARANTOR'S
SPECIAL INSISTENCE AND REQUEST AND IN CONSIDERATION OF AND IN RELIANCE UPON THIS
AGREEMENT.
125
13.7
NOTICES, DEMANDS, ETC.
EXCEPT AS EXPRESSLY PROVIDED BY THIS
AGREEMENT, NEITHER AGENT NOR ANY LENDER SHALL BE UNDER ANY OBLIGATION WHATSOEVER
TO MAKE OR GIVE TO ANY BORROWER OR GUARANTOR, AND EACH BORROWER AND GUARANTOR
HEREBY WAIVES DILIGENCE, ALL RIGHTS OF SETOFF AND COUNTERCLAIM AGAINST AGENT OR
ANY LENDER, ALL DEMANDS, PRESENTMENTS, PROTESTS, NOTICES OF PROTESTS, NOTICES OF
PROTESTS, NOTICES OF NONPERFORMANCE, NOTICES OF DISHONOR, AND ALL OTHER NOTICES
OF EVERY KIND OR NATURE, INCLUDING NOTICE OF THE EXISTENCE, CREATION OR
INCURRING OF ANY NEW OR ADDITIONAL OBLIGATIONS.
13.8
REVIVAL.
IF ANY PAYMENTS OF MONEY OR TRANSFERS OF PROPERTY MADE TO
AGENT OR ANY LENDER BY ANY BORROWER OR GUARANTOR SHOULD FOR ANY REASON
SUBSEQUENTLY BE DECLARED TO BE, OR IN AGENT'S COUNSEL'S GOOD FAITH OPINION BE
DETERMINED TO BE, FRAUDULENT (WITHIN THE MEANING OF ANY STATE OR FEDERAL LAW
RELATING TO FRAUDULENT CONVEYANCES), PREFERENTIAL OR OTHERWISE VOIDABLE OR
RECOVERABLE IN WHOLE OR IN PART FOR ANY REASON (HEREINAFTER COLLECTIVELY CALLED
"VOIDABLE TRANSFERS") UNDER THE BANKRUPTCY CODE OR ANY OTHER FEDERAL OR STATE
LAW AND AGENT OR ANY LENDER IS REQUIRED TO REPAY OR RESTORE, OR IN AGENT'S
COUNSEL'S GOOD FAITH OPINION MAY BE SO LIABLE TO REPAY OR RESTORE, ANY SUCH
VOIDABLE TRANSFER, OR THE AMOUNT OR ANY PORTION THEREOF, THEN AS TO ANY SUCH
VOIDABLE TRANSFER OR THE AMOUNT REPAID OR RESTORED AND ALL REASONABLE COSTS AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) OF AGENT OR ANY LENDER RELATED
THERETO, SUCH BORROWER'S AND GUARANTOR'S LIABILITY HEREUNDER SHALL AUTOMATICALLY
BE REVIVED, REINSTATED AND RESTORED AND SHALL EXIST AS THOUGH SUCH VOIDABLE
TRANSFER HAD NEVER BEEN