LOAN DOCUMENTS
OR OTHERWISE EXISTS BY VIRTUE OF THE TRANSACTIONS CONTEMPLATED HEREBY AMONG THE
LENDERS OR AMONG THE GRANTORS AND THE LENDERS.
8.16
ADDITIONAL GRANTORS. EACH LOAN PARTY THAT IS REQUIRED TO BECOME A
PARTY TO THIS AGREEMENT PURSUANT TO SECTION 11.5 OF THE CREDIT AGREEMENT SHALL
BECOME A GRANTOR FOR ALL PURPOSES OF THIS AGREEMENT UPON EXECUTION AND DELIVERY
BY SUCH LOAN PARTY OF A JOINDER AGREEMENT IN THE FORM OF ANNEX I HERETO.
8.17
RELEASES. (A) AT SUCH TIME AS THE OBLIGATIONS HAVE BEEN PAID IN
FULL, 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 ADMINISTRATIVE AGENT 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
ADMINISTRATIVE AGENT SHALL DELIVER TO THE GRANTORS ANY COLLATERAL HELD BY THE
ADMINISTRATIVE AGENT HEREUNDER, AND EXECUTE AND DELIVER TO THE GRANTORS SUCH
DOCUMENTS AS THE GRANTORS SHALL REASONABLY REQUEST TO EVIDENCE SUCH TERMINATION.
(B)
IF ANY OF THE COLLATERAL SHALL BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF BY ANY GRANTOR 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.
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 A CONTINUING, ABSOLUTE AND UNCONDITIONAL WITHOUT REGARD TO
(A) THE VALIDITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT, ANY OF THE 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 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 OBLIGATIONS OR ANY RIGHT OF OFFSET WITH RESPECT
THERETO, AND ANY FAILURE BY THE ADMINISTRATIVE AGENT OR