THE AGENT
AND EACH BUYER HEREBY ACKNOWLEDGE AND AGREE THAT ALL INFORMATION REGARDING THE
TERMS SET FORTH IN ANY OF THE REPURCHASE DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED THEREBY (THE "CONFIDENTIAL TERMS") SHALL BE KEPT CONFIDENTIAL AND
SHALL NOT BE DIVULGED TO ANY PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH
OTHER PARTY EXCEPT TO THE EXTENT THAT (I) IT IS NECESSARY TO DO SO IN WORKING
WITH LEGAL COUNSEL, AUDITORS, TAXING AUTHORITIES OR OTHER GOVERNMENTAL AGENCIES
OR REGULATORY BODIES OR IN ORDER TO COMPLY WITH ANY APPLICABLE FEDERAL OR STATE
LAWS INCLUDING, WITHOUT LIMITATION, FEDERAL SECURITIES LAWS APPLICABLE TO ANY
SELLER OR ANY AFFILIATE THEREOF, (II) ANY OF THE CONFIDENTIAL
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TERMS ARE IN THE PUBLIC DOMAIN OTHER THAN DUE TO A BREACH OF THIS COVENANT, OR
(III) IN THE EVENT OF A DEFAULT OR AN EVENT OF DEFAULT, THE AGENT OR ANY BUYER
DETERMINES SUCH INFORMATION TO BE NECESSARY OR DESIRABLE TO DISCLOSE IN
CONNECTION WITH THE MARKETING AND SALES OF THE PURCHASED ASSETS OR OTHERWISE TO
ENFORCE OR EXERCISE THE AGENT'S OR ANY BUYER'S RIGHTS HEREUNDER; PROVIDED, THAT
NOTHING HEREIN SHALL PREVENT ANY PARTY FROM DISCLOSING ANY SUCH INFORMATION
(I) TO ANY OTHER PARTY TO THIS AGREEMENT, (II) TO ANY TRANSFEREE OR POTENTIAL
TRANSFEREE WHICH AGREES TO COMPLY WITH THE PROVISIONS OF THIS SECTION, OR
(III) TO ITS AFFILIATES, EMPLOYEES, DIRECTORS, AGENTS, ATTORNEYS, ACCOUNTANTS
AND OTHER PROFESSIONAL ADVISORS OR OTHER PERSONS DEEMED NECESSARY OR APPROPRIATE
IN THE REASONABLE JUDGMENT OF THE DISCLOSING PARTY, IN EACH CASE WHO ARE MADE
AWARE OF AND INSTRUCTED TO COMPLY WITH THE PROVISIONS OF THIS SECTION 13.14;
AND, PROVIDED, FURTHER, THAT NO DISCLOSURE MADE WITH RESPECT TO ANY REPURCHASE
DOCUMENT SHALL INCLUDE A COPY OF SUCH REPURCHASE DOCUMENT TO THE EXTENT THAT A
SUMMARY WOULD SUFFICE IN LIEU THEREOF AND IN THE EVENT THAT IT IS NECESSARY FOR
A COPY OF ANY REPURCHASE DOCUMENT TO BE DISCLOSED, ANY SPECIFIC TERMS SET FORTH
IN SUCH REPURCHASE DOCUMENT WITH RESPECT TO FEES, PRICING, ADVANCE RATES AND THE
LIKE SHALL BE REDACTED THEREFROM PRIOR TO DISCLOSURE OF SUCH REPURCHASE
DOCUMENT.
THE PROVISIONS SET FORTH IN THIS SECTION SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT FOR A PERIOD OF ONE YEAR FOLLOWING SUCH
TERMINATION.
SECTION 13.15
CONFLICTS.
IN THE EVENT OF ANY CONFLICT
BETWEEN THE TERMS OF THIS AGREEMENT, ANY OTHER REPURCHASE DOCUMENT AND ANY
CONFIRMATION, THE DOCUMENTS SHALL CONTROL IN THE FOLLOWING ORDER OF PRIORITY:
FIRST, THE TERMS OF THE CONFIRMATION SHALL PREVAIL, THEN THE TERMS OF THIS
AGREEMENT SHALL PREVAIL, AND THEN THE TERMS OF THE OTHER REPURCHASE DOCUMENTS
SHALL PREVAIL.
SECTION 13.16
RIGHT OF SET-OFF.
IN ADDITION TO ANY
RIGHTS NOW OR HEREAFTER GRANTED UNDER APPLICABLE LAW OR OTHERWISE, AND NOT BY
WAY OF LIMITATION OF SUCH RIGHTS, EACH SELLER HEREBY GRANTS TO THE AGENT AND
EACH BUYER A RIGHT OF OFFSET, TO SECURE REPAYMENT OF ALL AMOUNTS OWING TO THE
AGENT OR ANY BUYER BY THE SELLERS UNDER THE REPURCHASE DOCUMENTS, UPON ANY AND
ALL MONIES, SECURITIES, COLLATERAL OR OTHER PROPERTY OF