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200600022
<br />(e) institute an action, suit or proceeding in equity for the specific performance of any
<br />covenant, condition or agreement contained herein, in the Note, the Credit Agreement or in the
<br />other Loan Documents;
<br />(f) recover judgment on the Note either before, during or after any proceedings for
<br />the enforcement of this Security Instrument or the other Loan Documents;
<br />(g) apply for the appointment of a receiver, trustee, liquidator or conservator of the
<br />Property, without notice and without regard for the adequacy of the security for the Secured
<br />Obligations and without regard for the solvency of Borrower or any other Person liable for the
<br />payment of the Secured Obligations;
<br />(h) the license granted to Borrower under Section 1.2 hereof shall automatically be
<br />revoked and Administrative Agent may enter into or upon the Property, either personally or by
<br />its agents, nominees or attorneys and dispossess Borrower and its agents and servants therefrom,
<br />without liability for trespass, damages or otherwise and exclude Borrower and its agents or
<br />servants wholly therefrom, and take possession of all books, records and accounts relating
<br />thereto and Borrower agrees to surrender possession of the Property and of such books, records
<br />and accounts to Administrative Agent upon demand, and thereupon Administrative Agent may
<br />(i) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and
<br />every part of the Property and conduct the business thereat; (ii) complete any construction on the
<br />Property in such manner and form as Administrative Agent deems advisable; (iii) make
<br />alterations, additions, renewals, replacements and improvements to or on the Property; (iv)
<br />exercise all rights and powers of Borrower with respect to the Property, whether in the name of
<br />Borrower or otherwise, including, without limitation, the right to make, cancel, enforce or
<br />modify Leases, obtain and evict tenants, and demand, sue for, collect and receive all Rents of the
<br />Property and every part thereof; (v) require Borrower to pay monthly in advance to
<br />Administrative Agent, or any receiver appointed to collect the Rents, the fair and reasonable
<br />rental value for the use and occupation of such part of the Property as may be occupied by
<br />Borrower; (vi) require Borrower to vacate and surrender possession of the Property to
<br />Administrative Agent or to such receiver and, in default thereof, Borrower may be evicted by
<br />summary proceedings or otherwise; and (vii) apply the receipts from the Property to the payment
<br />of the Secured Obligations, in such order, priority and proportions as Administrative Agent shall
<br />deem appropriate in its sole .discretion after deducting therefrom all expenses (including
<br />reasonable attorneys' fees) incurred in connection with the aforesaid operations and all amounts
<br />necessary to pay the Taxes, insurance and other expenses in connection with the Property, as
<br />well as just and reasonable compensation for the services of Administrative Agent, its counsel,
<br />agents and employees;
<br />(i) exercise any and all rights and remedies granted to a secured party upon default
<br />under the Uniform Commercial Code, including, without limiting the generality of the foregoing:
<br />(i) the right to take possession of the Fixtures or any part thereof, and to take such other
<br />measures as Administrative Agent or Trustee may deem necessary for the care, protection and
<br />preservation of the Fixtures, and (ii) request Borrower at its expense to assemble the Fixtures and
<br />make it available to Administrative Agent at a convenient place acceptable to Administrative
<br />Agent. Any notice of sale, disposition or other intended action by Administrative Agent or
<br />Trustee with respect to the Fixtures sent to Borrower in accordance with the provisions hereof at
<br />least five (5) business days prior to such action shall constitute commercially reasonable notice
<br />to Borrower;
<br />-9-
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