REQUIRED TO TAKE
OR REFRAIN FROM TAKING ANY ACTION AT THE REQUEST OF THE ADMINISTRATIVE AGENT
WITH RESPECT TO ANY REVOLVING FACILITY COLLATERAL IF SUCH ACTION OR INACTION
WOULD BE INCONSISTENT WITH (I) ANY ACTION OR INACTION AFFIRMATIVELY REQUESTED BY
THE REVOLVER COLLATERAL AGENT IN ACCORDANCE WITH THE REVOLVING FACILITY
DOCUMENTS OR (II) ANY ACTION OR INACTION AFFIRMATIVELY REQUIRED BY ANY OF THE
PROVISIONS OF THE REVOLVING FACILITY DOCUMENTS.
WITHOUT LIMITING THE FOREGOING,
AT ANY TIME PRIOR TO THE DISCHARGE OF REVOLVING CREDIT OBLIGATIONS, ANY
PROVISION HEREOF (A) REQUIRING GRANTORS TO DELIVER POSSESSION OF ANY REVOLVING
FACILITY COLLATERAL TO THE ADMINISTRATIVE AGENT OR ITS REPRESENTATIVES, OR TO
CAUSE THE ADMINISTRATIVE AGENT OR ITS REPRESENTATIVES TO CONTROL ANY REVOLVING
FACILITY COLLATERAL, SHALL BE DEEMED TO HAVE BEEN COMPLIED WITH IF AND FOR SO
LONG AS THE REVOLVER COLLATERAL AGENT SHALL HAVE SUCH POSSESSION OR CONTROL FOR
THE BENEFIT OF THE SECURED PARTIES AND AS BAILEE OR SUB-AGENT OF THE
ADMINISTRATIVE AGENT AS PROVIDED IN THE INTERCREDITOR AGREEMENT OR (B) REQUIRING
GRANTORS TO NAME THE ADMINISTRATIVE AGENT AS AN ADDITIONAL INSURED OR A LOSS
PAYEE UNDER ANY INSURANCE POLICY OR A BENEFICIARY OF ANY LETTER OF CREDIT, SUCH
REQUIREMENT SHALL HAVE BEEN COMPLIED WITH IF ANY SUCH INSURANCE POLICY OR LETTER
OF CREDIT ALSO NAMES THE REVOLVER COLLATERAL AGENT AS AN ADDITIONAL INSURED,
LOSS PAYEE OR BENEFICIARY, AS THE CASE MAY BE, IN EACH PURSUANT TO THE TERMS OF
THE INTERCREDITOR AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN
BUT SUBJECT TO THE INTERCREDITOR AGREEMENT, IN THE EVENT THE REVOLVING CREDIT
DOCUMENTS OR THE PERMITTED NOTES DOCUMENTS PROVIDE FOR THE GRANT OF A SECURITY
INTEREST OR PLEDGE OVER THE ASSETS OF ANY GRANTOR (OTHER THAN CANADIAN
COLLATERAL) AND SUCH ASSETS DO NOT OTHERWISE CONSTITUTE COLLATERAL UNDER THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, SUCH GRANTOR SHALL (A) PROMPTLY GRANT A
SECURITY INTEREST IN OR PLEDGE SUCH ASSETS TO SECURE THE OBLIGATIONS (INCLUDING
BY CONSENTING TO ANY CONTROL AGREEMENT WITH RESPECT TO INVESTMENT PROPERTY IN
ANY SECURITIES ACCOUNT), (B) PROMPTLY TAKE ANY ACTIONS NECESSARY TO PERFECT SUCH
SECURITY INTEREST OR PLEDGE THAT IS REQUIRED UNDER THE REVOLVING CREDIT
DOCUMENTS OR PERMITTED NOTES DOCUMENTS, AS APPLICABLE, AND (C) TAKE ALL OTHER
STEPS REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE
FOREGOING.
41
SECTION 7.18. Waivers by Loan Parties with Respect to California Real Property.
(a)
Each Loan Party hereby acknowledges and affirms that it understands that to
the extent the Obligations are secured by real property located in the State of
California, such Loan Party shall be liable for the full amount of the liability
hereunder notwithstanding foreclosure on such real property by trustee sale or
any other reason impairing such Loan Party's or any Secured Parties' right to
proceed against the Borrower, any other Guaranteed Party or any other guarantor
of the Obligations.
(B)
EACH LOAN PARTY HEREBY WAIVES (TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW) ALL RIGHTS AND BENEFITS UNDER SECTION 580A, 580B, 580D AND 726
OF THE CALIFORNIA