OF REPOSSESSION OF THE COLLATERAL, OR
ANY PART THEREOF, BY COLLATERAL AGENT AS TO ANY OTHER PROPERTY OF BORROWER
ALLEGED TO HAVE BEEN LEFT ON, UPON OR IN THE REPOSSESSED COLLATERAL AT THE TIME
OF REPOSSESSION; AND SUCH NOTICE SHALL BE AN EXPRESS CONDITION PRECEDENT TO ANY
ACTION OR SUIT FOR LOSS OR DAMAGES IN CONNECTION THEREWITH.
BORROWER FURTHER
AGREES THAT COLLATERAL AGENT MAY HOLD ANY SUCH PROPERTY OF BORROWER WITHOUT
LIABILITY FOR A REASONABLE TIME AFTER ANY SUCH NOTICE IS RECEIVED, AND THAT
COLLATERAL AGENT WILL HAVE A REASONABLE TIME TO NOTIFY BORROWER AS TO WHERE
BORROWER CAN COLLECT SUCH PROPERTY.
BORROWER AGREES THAT IF COLLATERAL AGENT
SHALL REPOSSESS THE COLLATERAL, OR ANY PART THEREOF, AT A TIME WHEN NO EVENT OF
DEFAULT SHALL HAVE OCCURRED HEREUNDER, AND THE REPOSSESSED COLLATERAL IS
THEREAFTER RETURNED TO BORROWER, THE DAMAGES THEREFOR, IF ANY, SHALL NOT EXCEED
THE FAIR RENTAL VALUE OF THE REPOSSESSED COLLATERAL FOR THE TIME IT WAS IN
COLLATERAL AGENT'S POSSESSION.
BORROWER HEREBY EXPRESSLY AND IRREVOCABLY
CONSENTS TO, AND TO THE EXTENT THAT BORROWER MAY LAWFULLY DO SO, INVITES
COLLATERAL AGENT AND ITS AGENTS TO COME UPON ANY PREMISES ON WHICH THE
COLLATERAL, OR ANY PART THEREOF, IS NOW OR HEREAFTER LOCATED FOR ANY AND ALL
PURPOSES RELATED TO THE COLLATERAL INCLUDING WITHOUT LIMITATION REPOSSESSION OF
THE COLLATERAL, OR ANY PART THEREOF.
TO THE EXTENT THAT BORROWER MAY LAWFULLY
DO SO, BORROWER FURTHER COVENANTS AND WARRANTS THAT (A) ANY ENTRY BY COLLATERAL
AGENT AND ITS AGENTS UPON SUCH PREMISES FOR THE PURPOSE OF REPOSSESSING THE
COLLATERAL, OR ANY PART THEREOF, SHALL NOT BE TRESPASS UPON SUCH PREMISES, AND
(B) ANY SUCH REPOSSESSION SHALL NOT CONSTITUTE CONVERSION OF THE COLLATERAL, OR
ANY PART THEREOF, AND BORROWER FURTHER AGREES TO INDEMNIFY AND HOLD COLLATERAL
AGENT HARMLESS AGAINST, AND HEREBY RELEASES COLLATERAL AGENT FROM ANY ACTIONS,
COSTS, OBLIGATIONS OR EXPENSES ARISING DIRECTLY, INDIRECTLY OR REMOTELY FROM ANY
ATTEMPT TO ENTER SUCH PREMISES AND REPOSSESS THE COLLATERAL, OR ANY PART
THEREOF.
COLLATERAL AGENT SHALL BE DEEMED TO HAVE EXERCISED REASONABLE CARE IN
THE CUSTODY AND PRESERVATION OF THE COLLATERAL IN ITS POSSESSION IF IT TAKES
SUCH REASONABLE ACTIONS FOR THAT PURPOSE AS BORROWER SHALL REQUEST IN WRITING,
BUT COLLATERAL AGENT SHALL HAVE SOLE POWER TO DETERMINE WHETHER SUCH ACTIONS ARE
REASONABLE.
ANY OMISSION TO DO ANY ACT NOT REQUESTED BY BORROWER SHALL NOT BE
DEEMED A FAILURE TO EXERCISE REASONABLE CARE.
BORROWER SHALL AT ALL TIMES BE
RESPONSIBLE FOR THE PRESERVATION OF THE COLLATERAL AND SHALL BE LIABLE FOR ANY
FAILURE TO REALIZE UPON, OR TO EXERCISE ANY RIGHT OR POWER WITH RESPECT TO, THE
COLLATERAL, OR FOR ANY DELAY IN SO DOING, WHETHER OR NOT THE COLLATERAL IS IN
BORROWER'S POSSESSION.
11.9
APPLICATION OF PROCEEDS.
EXCEPT AS OTHERWISE EXPRESSLY REQUIRED TO
THE CONTRARY BY APPLICABLE LAW, ANY LOAN DOCUMENT OR THE INTERCREDITOR
AGREEMENT, THE PROCEEDS AND AVAILS OF ANY SALE OF THE COLLATERAL OR THE EXERCISE
OF ANY OF THE RIGHTS AND REMEDIES OF LENDER PARTIES UNDER THIS AGREEMENT SHALL
BE APPLIED