THE OTHER FINANCING
DOCUMENTS WITH RESPECT TO ALL OBLIGATIONS, REGARDLESS OF WHICH OF THE BORROWERS
ACTUALLY RECEIVES THE PROCEEDS OF THE LOANS OR THE BENEFIT OF ANY OTHER
EXTENSIONS OF CREDIT HEREUNDER, OR THE MANNER IN WHICH THE BORROWERS, THE AGENT
OR THE LENDERS ACCOUNT THEREFOR IN THEIR RESPECTIVE BOOKS AND RECORDS.
NOTWITHSTANDING THE FOREGOING, (I) EACH BORROWER'S OBLIGATIONS AND LIABILITIES
WITH RESPECT TO PROCEEDS OF LOANS WHICH IT RECEIVES OR LETTERS OF CREDIT OR
SUPPORT AGREEMENTS ISSUED FOR ITS ACCOUNT, AND RELATED FEES, COSTS AND EXPENSES,
AND (II) EACH BORROWER'S OBLIGATIONS AND LIABILITIES ARISING AS A RESULT OF THE
JOINT AND SEVERAL LIABILITY OF THE BORROWERS HEREUNDER WITH RESPECT TO PROCEEDS
OF LOANS RECEIVED BY, OR LETTERS OF CREDIT OR SUPPORT AGREEMENTS ISSUED FOR THE
ACCOUNT OF, ANY OF THE OTHER BORROWERS, TOGETHER WITH THE RELATED FEES, COSTS
AND EXPENSES, SHALL BE SEPARATE AND DISTINCT OBLIGATIONS, BOTH OF WHICH ARE
PRIMARY OBLIGATIONS OF SUCH BORROWER.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING IN ANY MANNER, ALL REPRESENTATIONS AND WARRANTIES OF BORROWERS'
CONTAINED HEREIN ARE MADE JOINTLY AND SEVERALLY.
FOR PURPOSES OF THE
AGREEMENTS, REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS
AGREEMENT AND IN THE OTHER FINANCING DOCUMENTS, THE KNOWLEDGE OF ONE BORROWER
SHALL BE IMPUTED TO ALL BORROWERS AND ANY CONSENT BY ONE BORROWER SHALL
CONSTITUTE THE CONSENT OF AND SHALL BIND ALL BORROWERS.
NEITHER THE JOINT AND
SEVERAL LIABILITY OF, NOR THE LIENS GRANTED TO THE AGENT UNDER THE SECURITY
DOCUMENTS BY, ANY OF THE BORROWERS SHALL BE IMPAIRED OR RELEASED BY (A) THE
FAILURE OF THE AGENT OR ANY LENDER, ANY SUCCESSORS OR ASSIGNS THEREOF, OR ANY
HOLDER OF ANY NOTE OR ANY OF THE OBLIGATIONS TO ASSERT ANY CLAIM OR DEMAND OR TO
EXERCISE OR ENFORCE ANY RIGHT, POWER OR REMEDY AGAINST ANY BORROWER, ANY
SUBSIDIARY OF ANY BORROWER, ANY OTHER PERSON, THE COLLATERAL OR OTHERWISE; (B)
ANY EXTENSION OR RENEWAL FOR ANY PERIOD (WHETHER OR NOT LONGER THAN THE ORIGINAL
PERIOD) OR EXCHANGE OF ANY OF THE OBLIGATIONS OR THE RELEASE OR COMPROMISE OF
ANY OBLIGATION OF ANY NATURE OF ANY PERSON WITH RESPECT THERETO; (C) THE
SURRENDER, RELEASE OR EXCHANGE OF ALL OR ANY PART OF ANY PROPERTY (INCLUDING
WITHOUT LIMITATION THE COLLATERAL) SECURING PAYMENT, PERFORMANCE AND/OR
OBSERVANCE OF ANY OF THE OBLIGATIONS OR THE COMPROMISE OR EXTENSION OR RENEWAL
FOR ANY PERIOD (WHETHER OR NOT LONGER THAN THE ORIGINAL PERIOD) OF ANY
OBLIGATIONS OF ANY NATURE OF ANY PERSON WITH RESPECT TO ANY SUCH PROPERTY; (D)
ANY ACTION OR INACTION ON THE PART OF THE AGENT OR ANY LENDER, OR ANY OTHER
EVENT OR CONDITION WITH RESPECT TO ANY OTHER BORROWER, INCLUDING ANY SUCH ACTION
OR INACTION OR OTHER EVENT OR CONDITION, WHICH MIGHT OTHERWISE CONSTITUTE A
DEFENSE AVAILABLE TO, OR A DISCHARGE OF, SUCH OTHER BORROWER, OR A GUARANTOR OR
SURETY OF OR FOR ANY OR ALL OF THE OBLIGATIONS; AND (E) ANY OTHER ACT, MATTER OR
THING (OTHER THAN PAYMENT OR PERFORMANCE OF THE OBLIGATIONS) WHICH WOULD OR
MIGHT, IN THE