OF ANY LETTER OF CREDIT (OR ANY PERSON FOR WHOM ANY SUCH
TRANSFEREE MAY BE ACTING), THE AGENT, ANY BUYER OR ANY OTHER PERSON, WHETHER IN
CONNECTION WITH THIS AGREEMENT, ANY LETTER OF CREDIT, THE TRANSACTIONS
CONTEMPLATED HEREIN OR ANY UNRELATED TRANSACTIONS (INCLUDING ANY UNDERLYING
TRANSACTION BETWEEN THE SELLERS AND THE BENEFICIARY NAMED IN ANY SUCH LETTER OF
CREDIT);
46
(III)
ANY DRAFT, CERTIFICATE OR ANY OTHER DOCUMENT PRESENTED UNDER ANY
LETTER OF CREDIT PROVING TO BE FORGED, FRAUDULENT, INVALID OR INSUFFICIENT IN
ANY RESPECT OR ANY STATEMENT THEREIN BEING UNTRUE OR INACCURATE IN ANY RESPECT;
(IV)
THE SURRENDER OR IMPAIRMENT OF ANY SECURITY FOR THE PERFORMANCE OR
OBSERVANCE OF ANY OF THE TERMS OF ANY OF THE REPURCHASE DOCUMENTS; OR
(V)
THE OCCURRENCE OF ANY EVENT OF DEFAULT.
(F)
THE SELLERS SHALL PAY TO THE AGENT AMOUNTS SUFFICIENT TO
COMPENSATE THE AGENT AND THE BUYERS FOR ANY AND ALL COSTS RESULTING FROM ANY
CHANGE SINCE THE DATE OF THIS AGREEMENT IN ANY LAW OR REGULATION OR ANY
GUIDELINE OR REQUEST OR IN THE INTERPRETATION THEREOF BY ANY GOVERNMENTAL
AUTHORITY CHARGED WITH THE ADMINISTRATION OF SUCH LAW, REGULATION OR GUIDELINE
WHICH DIRECTLY OR INDIRECTLY (I) IMPOSE OR MODIFY OR DEEM APPLICABLE ANY
RESERVE, SPECIAL DEPOSIT OR SIMILAR REQUIREMENT AGAINST LETTERS OF CREDIT ISSUED
BY THE AGENT OR IMPOSED UPON ANY BUYER BY VIRTUE OF ITS PARTICIPATION
ARRANGEMENT PROVIDED IN SECTION 3.07(C) HEREOF, (II) INCREASE THE AMOUNT OF
CAPITAL REQUIRED OR EXPECTED TO BE MAINTAINED OR FUNDED BY THE AGENT OR ANY
BUYER AND APPLICABLE TO BANKS GENERALLY, (III) IMPOSE ON THE AGENT OR ANY BUYER,
SOME CONDITION REGARDING THIS AGREEMENT OR ANY REQUEST FOR LETTER OF CREDIT, OR
(IV) CHANGE THE BASIS OF TAXATION OF PAYMENTS TO ANY BUYER OF THE PRINCIPAL OR
INTEREST ON ANY AMOUNTS PAYABLE HEREUNDER (EXCEPT FOR CHANGES IN THE RATE OF TAX
ON, OR DETERMINED BY REFERENCE TO, THE NET INCOME OR PROFITS OF SUCH BUYER
IMPOSED BY THE JURISDICTION IN WHICH ITS PRINCIPAL OFFICE IS LOCATED), AND THE
RESULT OF ANY EVENT REFERRED TO IN CLAUSES (I), (II), (III) OR (IV) ABOVE SHALL
BE TO INCREASE THE COST TO THE AGENT OF ISSUING OR MAINTAINING THE LETTERS OF
CREDIT, OR TO INCREASE THE COST TO A BUYER OF MAINTAINING ITS PARTICIPATION
ARRANGEMENT AS PROVIDED IN SECTION 3.07(C) HEREOF, PAYABLE ON DEMAND.
A
CERTIFICATE AS TO SUCH INCREASED COSTS, WHICH STATES THE BASIS OF CALCULATION
THEREOF, SUBMITTED BY TIME THE AGENT OR AN AFFECTED BUYER TO THE SELLERS SHALL
BE CONCLUSIVE, ABSENT MANIFEST ERROR, AS TO TIME AMOUNT THEREOF.
SUCH INCREASE
IN COST SHALL, WITH RESPECT TO THE AGENT, BE BASED UPON A REASONABLE ALLOCATION
OF THE AGENT'S AGGREGATE COSTS RELATED TO THE LETTERS OF CREDIT AND, WITH
RESPECT TO EACH AFFECTED BUYER, BE BASED UPON THE ACTUAL COST INCURRED.
(G)
NEITHER THE BUYERS NOR THE AGENT SHALL HAVE ANY LIABILITY,
OBLIGATION, OR RESPONSIBILITY WHATSOEVER WITH RESPECT TO A SELLER'S USE OF THE
PROCEEDS OF THE LETTERS OF CREDIT.
ARTICLE IV
MARGIN MAINTENANCE
SECTION