SHALL BECOME A
GRANTOR FOR ALL PURPOSES OF THIS AGREEMENT UPON EXECUTION AND DELIVERY BY SUCH
PERSON OF A GUARANTEE AND COLLATERAL AGREEMENT JOINDER.
8.18
RELEASES.
(A) UPON THE DISCHARGE OF ISDA OBLIGATIONS, THE
COLLATERAL SHALL BE RELEASED FROM THE LIENS CREATED HEREBY, AND THIS AGREEMENT
AND ALL OBLIGATIONS (OTHER THAN THOSE EXPRESSLY STATED TO SURVIVE SUCH
TERMINATION) OF THE SECURED PARTY AND EACH GRANTOR HEREUNDER SHALL TERMINATE,
ALL WITHOUT DELIVERY OF ANY INSTRUMENT OR PERFORMANCE OF ANY ACT BY ANY PARTY,
AND ALL RIGHTS TO THE COLLATERAL SHALL REVERT TO THE GRANTORS. AT THE REQUEST
AND SOLE EXPENSE OF ANY GRANTOR FOLLOWING ANY SUCH TERMINATION, THE SECURED
PARTY SHALL DELIVER TO THE GRANTORS ANY COLLATERAL HELD BY THE SECURED PARTY
HEREUNDER, AND EXECUTE AND DELIVER TO THE GRANTORS SUCH DOCUMENTS AS THE
GRANTORS SHALL REASONABLY REQUEST TO EVIDENCE SUCH TERMINATION AND RELEASE.
(B)
IF ANY OF THE COLLATERAL SHALL BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF BY ANY GRANTOR IN A TRANSACTION PERMITTED BY THE ISDA DOCUMENTS,
THEN THE SECURED PARTY, AT THE REQUEST AND SOLE EXPENSE OF SUCH GRANTOR, SHALL
EXECUTE AND DELIVER TO SUCH GRANTOR ALL RELEASES OR OTHER DOCUMENTS REASONABLY
NECESSARY OR DESIRABLE FOR THE RELEASE OF THE LIENS CREATED HEREBY ON SUCH
COLLATERAL. AT THE REQUEST AND SOLE EXPENSE OF THE MX COMPANIES, A SUBSIDIARY
GRANTOR SHALL BE RELEASED FROM ITS OBLIGATIONS HEREUNDER IN THE EVENT THAT ALL
THE EQUITY INTERESTS OF SUCH SUBSIDIARY GRANTOR SHALL BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN A TRANSACTION PERMITTED BY THE ISDA DOCUMENTS AND THE
OTHER RELATED AGREEMENTS; PROVIDED, THAT THE RELEVANT MX COMPANY SHALL HAVE
DELIVERED TO THE SECURED PARTY, WITH REASONABLE NOTICE PRIOR TO THE DATE OF THE
PROPOSED RELEASE, A WRITTEN REQUEST FOR RELEASE IDENTIFYING THE RELEVANT
SUBSIDIARY GRANTOR AND THE TERMS OF THE SALE OR OTHER DISPOSITION IN REASONABLE
DETAIL, INCLUDING THE PRICE THEREOF AND ANY EXPENSES IN CONNECTION THEREWITH,
TOGETHER WITH A CERTIFICATION BY SUCH MX COMPANY STATING THAT SUCH TRANSACTION
IS IN COMPLIANCE WITH THE ISDA DOCUMENTS AND THE OTHER RELATED AGREEMENTS.
(C)
PROMPTLY FOLLOWING THE CONSUMMATION OF A MERGER THAT DOES NOT
CONSTITUTE A DEFAULT OR POTENTIAL TERMINATION EVENT UNDER SECTION 5 OF THE
MASTER ISDAS, THE SECURED PARTY SHALL DELIVER TO THE GRANTOR SURVIVING ANY SUCH
MERGER, THE CERTIFICATE OR CERTIFICATES (IF ANY) EVIDENCING THE PLEDGED EQUITY
OF THE NON-SURVIVING GRANTOR OF SUCH MERGER.
8.19
OBLIGATIONS AND LIENS ABSOLUTE AND UNCONDITIONAL.
EACH GRANTOR
UNDERSTANDS AND AGREES THAT THE OBLIGATIONS OF EACH GRANTOR UNDER THIS AGREEMENT
SHALL BE CONSTRUED AS A CONTINUING, ABSOLUTE AND UNCONDITIONAL WITHOUT REGARD TO
(A) THE VALIDITY OR ENFORCEABILITY OF ANY ISDA DOCUMENT, ANY OF THE ISDA
OBLIGATIONS OR ANY OTHER COLLATERAL SECURITY THEREFOR OR GUARANTY OR RIGHT OF
OFFSET WITH RESPECT THERETO AT ANY TIME OR FROM TIME TO TIME HELD BY THE SECURED
PARTY, (B) ANY DEFENSE, SET-OFF OR COUNTERCLAIM (OTHER THAN A DEFENSE OF PAYMENT
OR PERFORMANCE) WHICH MAY AT ANY TIME BE AVAILABLE TO OR BE ASSERTED BY ANY
GRANTOR OR ANY