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.
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;
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(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.
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 AND ANY SUPPLEMENTAL INSTRUMENTS.
THE IDENTITY OF THE RECEIVER, ITS
REPLACEMENT AND ITS REMUNERATION SHALL BE WITHIN THE SOLE AND UNFETTERED
DISCRETION OF THE COLLATERAL AGENT.
(2)
ANY RECEIVER APPOINTED BY THE COLLATERAL