enforce this security agreement or any other
Collateral Document or to realize upon the security to be granted hereby or
thereby, it being understood and agreed that such rights and remedies may be
exercised by the Collateral Agent for the benefit of the Secured Creditors upon
the terms of this security agreement, the Intercreditor Agreement and the other
Collateral Documents.
23
Section 3.3
Additional Rights.
In addition to the remedies set forth in Section 3.2, the Collateral Agent may,
whenever the Security Interest has become enforceable:
(A)
REQUIRE THE OBLIGOR, AT THE OBLIGOR'S EXPENSE, TO ASSEMBLE THE
COLLATERAL AT A PLACE OR PLACES DESIGNATED BY NOTICE IN WRITING AND THE OBLIGOR
AGREES TO SO ASSEMBLE THE COLLATERAL;
(B)
REQUIRE THE OBLIGOR, BY NOTICE IN WRITING, TO DISCLOSE TO THE
COLLATERAL AGENT THE LOCATION OR LOCATIONS OF THE COLLATERAL AND THE OBLIGOR
AGREES TO MAKE SUCH DISCLOSURE WHEN SO REQUIRED;
(C)
REPAIR, PROCESS, MODIFY, COMPLETE OR OTHERWISE DEAL WITH THE
COLLATERAL AND PREPARE FOR THE DISPOSITION OF THE COLLATERAL, WHETHER ON THE
PREMISES OF THE OBLIGOR OR OTHERWISE;
(D)
CARRY ON ALL OR ANY PART OF THE BUSINESS OF THE OBLIGOR AND, TO
THE EXCLUSION OF ALL OTHERS INCLUDING THE OBLIGOR (EXCLUDING ANY TENANT LEASES
OR OTHER OCCUPANCY AGREEMENTS ENTERED INTO BY THE OBLIGOR, TO THE EXTENT
PERMITTED BY THE AMENDED AND RESTATED CREDIT AGREEMENT, IN ACCORDANCE WITH THE
AMENDED AND RESTATED CREDIT AGREEMENT), ENTER UPON, OCCUPY AND USE ALL OR ANY OF
THE PREMISES, BUILDINGS, AND OTHER PROPERTY OF OR USED BY THE OBLIGOR FOR SUCH
TIME AS THE COLLATERAL AGENT SEES FIT, FREE OF CHARGE, AND, EXCEPT AS REQUIRED
BY APPLICABLE LAW, THE COLLATERAL AGENT AND THE SECURED CREDITORS SHALL NOT BE
LIABLE TO THE OBLIGOR FOR ANY ACT, OMISSION OR NEGLIGENCE (OTHER THAN WILFUL
MISCONDUCT AND GROSS NEGLIGENCE (AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION IN A FINAL AND NON-APPEALABLE DECISION) IN SO DOING OR FOR ANY
RENT, CHARGES, DEPRECIATION OR DAMAGES INCURRED IN CONNECTION WITH OR RESULTING
FROM SUCH ACTION;
(E)
BORROW FOR THE PURPOSE OF CARRYING ON THE BUSINESS OF THE OBLIGOR
OR FOR THE MAINTENANCE, PRESERVATION OR PROTECTION OF THE COLLATERAL AND GRANT A
SECURITY INTEREST IN THE COLLATERAL, WHETHER OR NOT IN PRIORITY TO THE SECURITY
INTEREST, TO SECURE REPAYMENT; AND
(F)
COMMENCE, CONTINUE OR DEFEND ANY JUDICIAL OR ADMINISTRATIVE
PROCEEDINGS FOR THE PURPOSE OF PROTECTING, SEIZING, COLLECTING, REALIZING OR
OBTAINING POSSESSION OR PAYMENT OF THE COLLATERAL, AND GIVE GOOD AND VALID
RECEIPTS AND DISCHARGES IN RESPECT OF THE COLLATERAL AND COMPROMISE OR GIVE TIME
FOR THE PAYMENT OR PERFORMANCE OF ALL OR ANY PART OF THE ACCOUNTS OR ANY OTHER
OBLIGATION OF ANY THIRD PARTY TO THE OBLIGOR.
24
Section 3.4
Receiver's Powers.
(1)
ANY RECEIVER APPOINTED BY THE COLLATERAL AGENT SHALL BE VESTED
WITH THE RIGHTS AND REMEDIES WHICH COULD HAVE BEEN EXERCISED BY THE COLLATERAL
AGENT IN RESPECT OF THE OBLIGOR OR THE COLLATERAL AND SUCH OTHER POWERS AND
DISCRETIONS AS ARE GRANTED IN THE INSTRUMENT OF APPOINTMENT