SHALL FAIL TO PERFORM ANY COVENANT, DUTY OR AGREEMENT CONTAINED
IN ANY OF THE LOAN DOCUMENTS, THE ADMINISTRATIVE AGENT MAY PERFORM OR ATTEMPT TO
PERFORM SUCH COVENANT, DUTY OR AGREEMENT ON BEHALF OF SUCH PERSON AFTER THE
EXPIRATION OF ANY CURE OR GRACE PERIODS SET FORTH HEREIN IF AND TO THE EXTENT
THE ADMINISTRATIVE AGENT CONSIDERS IN ITS DISCRETION THAT SUCH PERFORMANCE IS
NECESSARY OR ADVISABLE IN ORDER TO PROTECT OR PRESERVE THE COLLATERAL OR IN
ORDER TO PROTECT AGAINST A POTENTIAL MATERIAL ADVERSE EFFECT.
IN SUCH EVENT,
SUCH PERSON SHALL, AT THE REQUEST OF THE ADMINISTRATIVE AGENT, PROMPTLY PAY ANY
AMOUNT EXPENDED BY THE ADMINISTRATIVE AGENT IN SUCH PERFORMANCE OR ATTEMPTED
PERFORMANCE TO THE ADMINISTRATIVE AGENT, TOGETHER WITH INTEREST THEREON AT THE
APPLICABLE DEFAULT RATE FROM THE DATE OF SUCH EXPENDITURE UNTIL PAID.
NOTWITHSTANDING THE FOREGOING, THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY
LIABILITY OR RESPONSIBILITY WHATSOEVER FOR THE PERFORMANCE OF ANY OBLIGATION OF
SUCH PERSON UNDER THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT IN THE
ABSENCE OF ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
ALL AMOUNTS EXPENDED BY
THE ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION SHALL CONSTITUTE OBLIGATIONS
SECURED BY THE COLLATERAL.
11.6
RIGHTS CUMULATIVE.
THE RIGHTS AND REMEDIES OF THE ADMINISTRATIVE
AGENT AND THE OTHER CREDITOR PARTIES UNDER THIS CREDIT AGREEMENT AND EACH OF THE
OTHER LOAN DOCUMENTS SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR
REMEDIES WHICH ANY OF THEM MAY OTHERWISE HAVE UNDER APPLICABLE LAW.
IN
EXERCISING THEIR RESPECTIVE RIGHTS AND REMEDIES THE ADMINISTRATIVE AGENT AND THE
OTHER CREDITOR PARTIES MAY BE SELECTIVE AND NO FAILURE OR DELAY BY ANY SUCH
PERSON IN EXERCISING ANY RIGHT SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY
SINGLE OR PARTIAL EXERCISE OF ANY POWER OR RIGHT PRECLUDE ITS OTHER OR FURTHER
EXERCISE OR THE EXERCISE OF ANY OTHER POWER OR RIGHT.
12.
SETOFF.
Regardless of the adequacy of any collateral, if any Event of Default shall have
occurred and be continuing, any deposits or other sums credited by or due from
the Administrative Agent or any other Creditor Party to either Borrower or any
of the Guarantors and any securities or other property of either Borrower or any
of the Guarantors in the possession of the Administrative Agent or such other
Creditor Party or any of their respective Affiliates may, at any time, solely
with the consent of the Administrative Agent, without demand or notice (any such
notice being expressly waived by the Borrowers and the Guarantors), in whole or
in part, be applied to or set off by the Administrative Agent or such other
Creditor Party against the payment of Obligations, now existing or hereafter
arising, of the Borrowers or any of the Guarantors to the Administrative Agent
or such other Creditor Party regardless of the adequacy of any other collateral
securing the Loans. The Administrative Agent and each of the other Creditor
Parties agree with and among each other that (i) if an amount to be set off is
to be applied to