ALL OF SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
(C)
THE HEADINGS IN THE TRANSACTION DOCUMENTS ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OR CONSTRUCTION OF THE
TRANSACTION DOCUMENTS.
(D)
WITHOUT LIMITING THE RIGHTS AND REMEDIES OF BUYER UNDER THE
TRANSACTION DOCUMENTS, SELLER SHALL PAY BUYER'S REASONABLE ACTUAL OUT-OF-POCKET
COSTS AND EXPENSES, INCLUDING REASONABLE FEES AND EXPENSES OF ACCOUNTANTS,
ATTORNEYS AND ADVISORS, INCURRED IN CONNECTION WITH THE PREPARATION,
NEGOTIATION, EXECUTION AND CONSUMMATION OF, AND ANY
75
AMENDMENT, SUPPLEMENT OR MODIFICATION TO, THE TRANSACTION DOCUMENTS AND THE
TRANSACTIONS THEREUNDER, WHETHER OR NOT SUCH TRANSACTION DOCUMENT (OR AMENDMENT
THERETO) OR TRANSACTION IS ULTIMATELY CONSUMMATED.
SELLER AGREES TO PAY BUYER
ON DEMAND ALL COSTS AND EXPENSES (INCLUDING REASONABLE EXPENSES FOR LEGAL
SERVICES OF EVERY KIND) OF ANY SUBSEQUENT ENFORCEMENT OF ANY OF THE PROVISIONS
HEREOF, OR OF THE PERFORMANCE BY BUYER OF ANY OBLIGATIONS OF SELLER IN RESPECT
OF THE PURCHASED ASSETS, OR ANY ACTUAL OR ATTEMPTED SALE, OR ANY EXCHANGE,
ENFORCEMENT, COLLECTION, COMPROMISE OR SETTLEMENT IN RESPECT OF ANY OF THE
COLLATERAL OR PURCHASED ITEMS AND FOR THE CUSTODY, CARE OR PRESERVATION OF THE
COLLATERAL OR PURCHASED ITEMS (INCLUDING INSURANCE COSTS) AND DEFENDING OR
ASSERTING RIGHTS AND CLAIMS OF BUYER IN RESPECT THEREOF, BY LITIGATION OR
OTHERWISE.
IN ADDITION, SELLER AGREES TO PAY BUYER ON DEMAND ALL REASONABLE
COSTS AND EXPENSES (INCLUDING REASONABLE EXPENSES FOR LEGAL SERVICES) INCURRED
IN CONNECTION WITH THE MAINTENANCE OF THE CASH MANAGEMENT ACCOUNT AND
REGISTERING THE COLLATERAL AND PURCHASED ITEMS IN THE NAME OF BUYER OR ITS
NOMINEE.
ALL SUCH EXPENSES SHALL BE RECOURSE OBLIGATIONS OF SELLER TO BUYER
UNDER THIS AGREEMENT.
(E)
IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER GRANTED UNDER
APPLICABLE LAW OR OTHERWISE, AND NOT BY WAY OF LIMITATION OF SUCH RIGHTS, SELLER
HEREBY GRANTS TO BUYER AND ITS AFFILIATES A RIGHT OF OFFSET, TO SECURE REPAYMENT
OF ALL AMOUNTS OWING TO BUYER OR ITS AFFILIATES BY SELLER UNDER THE TRANSACTION
DOCUMENTS, UPON ANY AND ALL MONIES, SECURITIES, COLLATERAL OR OTHER PROPERTY OF
SELLER AND THE PROCEEDS THEREFROM, NOW OR HEREAFTER HELD OR RECEIVED BY BUYER OR
ITS AFFILIATES OR ANY ENTITY UNDER THE CONTROL OF BUYER OR ITS AFFILIATES AND
ITS RESPECTIVE SUCCESSORS AND ASSIGNS (INCLUDING, WITHOUT LIMITATION, BRANCHES
AND AGENCIES OF BUYER, WHEREVER LOCATED), FOR THE ACCOUNT OF SELLER, WHETHER FOR
SAFEKEEPING, CUSTODY, PLEDGE, TRANSMISSION, COLLECTION, OR OTHERWISE, AND ALSO
UPON ANY AND ALL DEPOSITS (GENERAL OR SPECIFIED) AND CREDITS OF SELLER AT ANY
TIME EXISTING.
BUYER AND ITS AFFILIATES ARE HEREBY AUTHORIZED AT ANY TIME AND
FROM TIME TO TIME UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, WITHOUT NOTICE TO SELLER, TO OFFSET, APPROPRIATE, APPLY AND ENFORCE
SUCH RIGHT OF OFFSET AGAINST ANY AND ALL ITEMS HEREINABOVE REFERRED TO AGAINST
ANY AMOUNTS OWING TO BUYER OR ITS AFFILIATES BY SELLER UNDER THE TRANSACTION
DOCUMENTS, IRRESPECTIVE OF WHETHER BUYER OR ITS AFFILIATES SHALL HAVE MADE ANY
DEMAND HEREUNDER AND ALTHOUGH SUCH AMOUNTS, OR ANY OF THEM,