IN A TRANSACTION PERMITTED BY THE CREDIT AGREEMENT,
THEN THE ADMINISTRATIVE AGENT, 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 COMPANY, A GUARANTOR
SHALL BE RELEASED FROM ITS OBLIGATIONS HEREUNDER IN THE EVENT THAT SUCH
GUARANTOR CEASES TO BE A SUBSIDIARY PURSUANT TO A TRANSACTION PERMITTED BY THE
CREDIT AGREEMENT; PROVIDED THAT THE COMPANY SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT, WITH REASONABLE NOTICE PRIOR TO THE DATE OF THE PROPOSED
RELEASE, A WRITTEN REQUEST FOR RELEASE IDENTIFYING THE RELEVANT GUARANTOR AND
THE TERMS OF RELEVANT TRANSACTION IN REASONABLE DETAIL, TOGETHER WITH A
CERTIFICATION BY THE COMPANY STATING THAT SUCH TRANSACTION IS IN COMPLIANCE WITH
THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
8.18
OBLIGATIONS AND LIENS ABSOLUTE AND
UNCONDITIONAL.
EACH GRANTOR UNDERSTANDS AND AGREES THAT THE OBLIGATIONS OF EACH
GRANTOR UNDER THIS AGREEMENT SHALL BE CONSTRUED AS CONTINUING, ABSOLUTE AND
UNCONDITIONAL WITHOUT REGARD TO (A) THE VALIDITY OR ENFORCEABILITY OF ANY LOAN
DOCUMENT, ANY OF THE SECURED 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 ADMINISTRATIVE AGENT OR ANY LENDER, (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 OTHER
PERSON AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER, OR (C) ANY OTHER
CIRCUMSTANCE WHATSOEVER (WITH OR WITHOUT NOTICE TO OR KNOWLEDGE OF ANY GRANTOR)
WHICH CONSTITUTES, OR MIGHT BE CONSTRUED TO CONSTITUTE, AN EQUITABLE OR LEGAL
DISCHARGE OF ANY GRANTOR FOR THE SECURED OBLIGATIONS, IN BANKRUPTCY OR IN ANY
OTHER INSTANCE.
WHEN MAKING ANY DEMAND HEREUNDER OR OTHERWISE PURSUING ITS
RIGHTS AND REMEDIES HEREUNDER AGAINST ANY GRANTOR, THE ADMINISTRATIVE AGENT OR
ANY LENDER MAY, BUT SHALL BE UNDER NO OBLIGATION TO, MAKE A SIMILAR DEMAND ON OR
OTHERWISE PURSUE SUCH RIGHTS AND REMEDIES AS IT MAY HAVE AGAINST ANY OTHER
GRANTOR OR ANY OTHER PERSON OR AGAINST ANY COLLATERAL SECURITY OR GUARANTY FOR
THE SECURED OBLIGATIONS OR ANY RIGHT OF OFFSET WITH RESPECT THERETO, AND ANY
FAILURE BY THE ADMINISTRATIVE AGENT OR ANY LENDER TO MAKE ANY SUCH DEMAND, TO
PURSUE SUCH OTHER RIGHTS OR REMEDIES OR TO COLLECT ANY PAYMENTS FROM ANY OTHER
GRANTOR OR ANY OTHER PERSON OR TO REALIZE UPON ANY SUCH COLLATERAL SECURITY OR
GUARANTY OR TO EXERCISE ANY SUCH RIGHT OF OFFSET, OR ANY RELEASE OF ANY OTHER
GRANTOR OR ANY OTHER PERSON OR ANY SUCH COLLATERAL SECURITY, GUARANTY OR RIGHT
OF OFFSET, SHALL NOT RELIEVE ANY GRANTOR OF ANY OBLIGATION OR LIABILITY
HEREUNDER, AND SHALL NOT IMPAIR OR AFFECT THE RIGHTS AND REMEDIES, WHETHER
EXPRESS, IMPLIED OR AVAILABLE AS A MATTER OF LAW, OF THE ADMINISTRATIVE AGENT OR
ANY LENDER AGAINST ANY GRANTOR.
FOR THE PURPOSES HEREOF