BY REQUISITE LENDERS,
ADMINISTRATIVE AGENT MAY EXERCISE ON BEHALF OF THE SECURED PARTIES ALL OF THEIR
OTHER RIGHTS AND REMEDIES UNDER THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND
APPLICABLE LAW, IN ORDER TO SATISFY ALL OF THE SECURED OBLIGATIONS.
6.5
CONSENTS.
BORROWER ACKNOWLEDGES THAT CERTAIN TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND CERTAIN ACTIONS
WHICH MAY BE TAKEN BY ADMINISTRATIVE AGENT OR LENDERS IN THE EXERCISE OF THEIR
RESPECTIVE RIGHTS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY REQUIRE
THE CONSENT OF A GOVERNMENTAL AUTHORITY.
IF ADMINISTRATIVE AGENT REASONABLY
DETERMINES THAT THE CONSENT OF A GOVERNMENTAL AUTHORITY IS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF ANY OF THE AFORESAID
LOAN DOCUMENTS OR ANY LOAN DOCUMENTS DELIVERED TO ADMINISTRATIVE AGENT OR
LENDERS IN CONNECTION THEREWITH OR AS A RESULT OF ANY ACTION WHICH MAY BE TAKEN
PURSUANT THERETO, THEN BORROWER, AT BORROWER'S COST AND EXPENSE, AGREES TO USE
REASONABLE BEST EFFORTS, AND TO CAUSE ITS SUBSIDIARIES TO USE THEIR BEST
EFFORTS, TO SECURE SUCH CONSENT AND TO COOPERATE WITH ADMINISTRATIVE AGENT AND
LENDERS IN ANY ACTION COMMENCED BY ADMINISTRATIVE AGENT OR ANY LENDER TO SECURE
SUCH CONSENT.
6.6
INTENTIONALLY OMITTED.
6.7
SET OFF AND SHARING OF PAYMENTS.
IN ADDITION TO ANY RIGHTS NOW OR
HEREAFTER GRANTED UNDER APPLICABLE LAW AND NOT BY WAY OF LIMITATION OF ANY SUCH
RIGHTS, DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, EACH LENDER IS HEREBY
AUTHORIZED BY EACH LOAN PARTY AT ANY TIME OR FROM TIME TO TIME, WITH REASONABLY
PROMPT SUBSEQUENT NOTICE TO SUCH LOAN PARTY (ANY PRIOR OR CONTEMPORANEOUS NOTICE
BEING HEREBY EXPRESSLY WAIVED) TO SET OFF AND TO APPROPRIATE AND TO APPLY ANY
AND ALL (A) BALANCES HELD BY SUCH LENDER AT ANY OF ITS OFFICES FOR THE ACCOUNT
OF SUCH LOAN PARTY OR ANY OF ITS SUBSIDIARIES (REGARDLESS OF WHETHER SUCH
BALANCES ARE THEN DUE TO SUCH LOAN PARTY), AND (B) EXCEPT AS PROVIDED IN
SUBSECTION 8.2(J), OTHER PROPERTY AT ANY TIME HELD OR OWING BY SUCH LENDER TO OR
FOR THE CREDIT OR FOR THE ACCOUNT OF SUCH LOAN PARTY OR ANY OF ITS SUBSIDIARIES,
AGAINST AND ON ACCOUNT OF ANY OF THE OBLIGATIONS; PROVIDED, THAT NO LENDER SHALL
EXERCISE ANY SUCH RIGHT WITHOUT THE PRIOR WRITTEN CONSENT OF ADMINISTRATIVE
AGENT.
ANY LENDER
56
EXERCISING A RIGHT TO SET OFF SHALL, TO THE EXTENT THE AMOUNT OF ANY SUCH SET
OFF EXCEEDS ITS PRO RATA SHARE OF THE AMOUNT SET OFF, PURCHASE FOR CASH (AND THE
OTHER LENDERS SHALL SELL) INTERESTS IN EACH SUCH OTHER LENDER'S PRO RATA SHARE
OF THE OBLIGATIONS AS WOULD BE NECESSARY TO CAUSE SUCH LENDER TO SHARE SUCH
EXCESS WITH EACH OTHER LENDER IN ACCORDANCE WITH THEIR RESPECTIVE PRO RATA
SHARES.
EACH LOAN PARTY AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, THAT
ANY LENDER MAY EXERCISE ITS RIGHT TO SET OFF WITH RESPECT TO AMOUNTS IN EXCESS
OF ITS PRO RATA SHARE OF THE OBLIGATIONS AND UPON DOING SO SHALL DELIVER SUCH
EXCESS TO ADMINISTRATIVE