IN ANY ACTION COMMENCED BY ADMINISTRATIVE AGENT OR ANY
LENDER TO SECURE SUCH CONSENT.
6.6.
PERFORMANCE BY ADMINISTRATIVE AGENT.
IF
BORROWER SHALL FAIL TO PERFORM ANY COVENANT, DUTY OR AGREEMENT CONTAINED IN ANY
OF THE LOAN DOCUMENTS, ADMINISTRATIVE AGENT MAY PERFORM OR ATTEMPT TO PERFORM
SUCH COVENANT, DUTY OR AGREEMENT ON BEHALF OF BORROWER AFTER THE EXPIRATION OF
ANY CURE OR GRACE PERIODS SET FORTH HEREIN, SUBJECT TO APPLICABLE LAW.
IN SUCH
EVENT, BORROWER SHALL, AT THE REQUEST OF ADMINISTRATIVE AGENT, PROMPTLY PAY ANY
AMOUNT REASONABLY EXPENDED BY ADMINISTRATIVE AGENT IN SUCH PERFORMANCE OR
ATTEMPTED PERFORMANCE TO ADMINISTRATIVE AGENT, TOGETHER WITH INTEREST THEREON AT
THE HIGHEST RATE OF INTEREST IN EFFECT UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT AS SPECIFIED IN SUBSECTION 1.2(E) FROM THE DATE OF SUCH EXPENDITURE
UNTIL PAID.
NOTWITHSTANDING THE FOREGOING, IT IS EXPRESSLY AGREED THAT NEITHER
ADMINISTRATIVE AGENT NOR ANY LENDER SHALL HAVE ANY LIABILITY OR RESPONSIBILITY
FOR THE PERFORMANCE OF ANY OBLIGATION OF BORROWER UNDER THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT.
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 BORROWER AT ANY TIME OR FROM TIME TO TIME,
WITH REASONABLY PROMPT SUBSEQUENT NOTICE TO BORROWER (ANY PRIOR OR
CONTEMPORANEOUS NOTICE BEING HEREBY EXPRESSLY WAIVED) TO SET OFF AND TO
APPROPRIATE AND TO APPLY AGAINST AND ON ACCOUNT OF ANY OF THE OBLIGATIONS ANY
AND ALL (A) BALANCES HELD BY SUCH LENDER AT ANY OF ITS OFFICES FOR THE ACCOUNT
OF BORROWER OR ANY OF ITS SUBSIDIARIES (REGARDLESS OF WHETHER SUCH BALANCES ARE
THEN DUE TO BORROWER OR ANY OF ITS SUBSIDIARIES), AND (B) ALL OTHER PROPERTY AT
ANY TIME HELD OR OWING BY SUCH LENDER TO OR FOR THE CREDIT OR FOR THE ACCOUNT OF
BORROWER OR ANY OF ITS SUBSIDIARIES; PROVIDED, THAT NO LENDER SHALL EXERCISE ANY
SUCH RIGHT WITHOUT THE PRIOR WRITTEN CONSENT OF ADMINISTRATIVE AGENT.
ANY
LENDER 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.
BORROWER 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 AGENT FOR THE BENEFIT OF ALL LENDERS IN ACCORDANCE WITH
THEIR PRO RATA SHARES; PROVIDED, THAT COBANK MAY EXERCISE ITS RIGHTS AGAINST ANY
EQUITY OF COBANK HELD BY BORROWER WITHOUT COMPLYING WITH THIS SUBSECTION 6.7.
6.8.
APPLICATION OF PAYMENTS.
SUBSEQUENT TO THE
OCCURRENCE