ANY OF THE OBLIGATIONS, OR ANY OTHER AMENDMENT OR WAIVER
OF OR ANY CONSENT TO ANY DEPARTURE FROM ANY TRANSACTION DOCUMENT OR ANY OTHER
AGREEMENT OR INSTRUMENT RELATING THERETO;
(D)
ANY EXCHANGE, RELEASE OR NON-PERFECTION OF ANY PROPERTY, OR ANY
RELEASE OR AMENDMENT OR WAIVER OF OR CONSENT TO ANY DEPARTURE FROM ANY
GUARANTEE, FOR ALL OR ANY OF THE OBLIGATIONS;
(E)
ANY EXERCISE OR NON-EXERCISE, OR ANY WAIVER OF ANY RIGHT, REMEDY,
POWER OR PRIVILEGE UNDER OR IN RESPECT HEREOF OR ANY TRANSACTION DOCUMENT; OR
(F)
ANY OTHER CIRCUMSTANCES WHICH MIGHT OTHERWISE CONSTITUTE A
DEFENSE AVAILABLE TO, OR A DISCHARGE OF, THE BORROWERS.
SECTION 9.17
ENFORCEMENT
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT, THE AUTHORITY TO ENFORCE
RIGHTS AND REMEDIES HEREUNDER AND UNDER THE OTHER TRANSACTION DOCUMENTS AGAINST
THE BORROWERS OR ANY OF THEM SHALL BE VESTED EXCLUSIVELY IN, AND ALL ACTIONS AND
PROCEEDINGS AT LAW IN CONNECTION WITH SUCH ENFORCEMENT SHALL BE INSTITUTED AND
MAINTAINED EXCLUSIVELY BY, THE LENDER.
SECTION 9.18
LENDER CONSENTS
TO THE EXTENT THAT THE ANY ACTION DESCRIBED
HEREIN REQUIRES THE CONSENT OF THE LENDER, THE LENDER SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO DELIVER ITS CONSENT, OR REFUSAL TO CONSENT, WITHIN FIVE
(5) BUSINESS DAYS OF RECEIPT OF A WRITTEN REQUEST FOR SUCH CONSENT.
SECTION 9.19
WAIVER OF DEEMED GUARANTOR RIGHTS
TO THE EXTENT THAT ANY
BORROWER IS DEEMED TO BE A GUARANTOR OF THE OBLIGATIONS OF THE OTHER BORROWERS
("GUARANTEED OBLIGATIONS"), AND NOT A BORROWER ITSELF, THEN SUCH BORROWER SHALL
BE DEEMED TO HAVE WAIVED, AND HEREBY EXPRESSLY WAIVES, (I) DILIGENCE,
PRESENTMENT, DEMAND OF PAYMENT, PROTEST AND ALL NOTICES WHATSOEVER, AND ANY
REQUIREMENT THAT THE LENDER EXHAUST ANY RIGHT, POWER OR REMEDY OR PROCEED
AGAINST SUCH OTHER BORROWERS UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT OR AGAINST ANY OTHER PERSON AND (II) ANY AND ALL NOTICE OF THE
CREATION, RENEWAL, EXTENSION, WAIVER, TERMINATION OR ACCRUAL OF ANY OF THE
GUARANTEED OBLIGATIONS AND NOTICE OF OR PROOF OF RELIANCE BY THE LENDER UPON
SUCH BORROWER'S DEEMED GUARANTEE OR ACCEPTANCE OF SUCH DEEMED GUARANTEE, AND THE
GUARANTEED OBLIGATIONS, AND ANY OF THEM, SHALL CONCLUSIVELY BE DEEMED TO HAVE
BEEN CREATED, CONTRACTED OR INCURRED IN RELIANCE UPON SUCH DEEMED GUARANTEE, AND
ALL DEALINGS BETWEEN THE OTHER BORROWERS AND THE LENDER SHALL LIKEWISE BE
CONCLUSIVELY PRESUMED TO HAVE BEEN HAD OR CONSUMMATED IN RELIANCE UPON SUCH
DEEMED GUARANTEE.
54
SECTION 9.20
PLEDGE OF RE-WAREHOUSING SPV
EACH BORROWER AGREES TO (IF IT BECOMES THE OWNER OF ANY EQUITY INTERESTS IN THE
RE-WAREHOUSING SPV), AND TO CAUSE EACH OF ITS SUBSIDIARIES TO (IF IT BECOMES THE
OWNER OF ANY EQUITY INTERESTS IN THE RE-WAREHOUSING SPV) WORK DILIGENTLY AND IN
GOOD FAITH TO, (I) GRANT A FIRST PRIORITY, PERFECTED SECURITY INTEREST IN 100%
OF ITS EQUITY INTERESTS IN THE RE-WAREHOUSING SPV TO THE LENDER TO SECURE THE
PAYMENT OF THE OBLIGATIONS AND THE PERFORMANCE OF ALL OTHER OBLIGATIONS UNDER
THE TRANSACTION DOCUMENTS, PURSUANT TO DOCUMENTATION SATISFACTORY IN FORM AND
SUBSTANCE TO THE LENDER