THE SELLER AND THE
PROCEEDS THEREFROM, NOW OR HEREAFTER HELD OR RECEIVED BY THE AGENT OR ANY BUYER
OR ANY ENTITY UNDER THE CONTROL OF THE AGENT OR ANY BUYER AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS (INCLUDING, WITHOUT LIMITATION, BRANCHES AND AGENCIES OF
THE AGENT, WHEREVER LOCATED), FOR THE ACCOUNT OF THE SELLER, WHETHER FOR
SAFEKEEPING, CUSTODY, PLEDGE, TRANSMISSION, COLLECTION, OR OTHERWISE, AND ALSO
UPON ANY AND ALL DEPOSITS (GENERAL OR SPECIFIED) AND CREDITS OF THE SELLER AT
ANY TIME EXISTING.
EACH OF THE AGENT AND THE BUYERS IS 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 ANY SELLER, TO OFFSET, APPROPRIATE, APPLY
AND ENFORCE SUCH RIGHT OF OFFSET AGAINST ANY AND ALL ITEMS HEREINABOVE REFERRED
TO AGAINST ANY AMOUNTS OWING TO ANY OF THE BUYERS OR THE AGENT BY THE SELLERS
UNDER THE REPURCHASE DOCUMENTS, IRRESPECTIVE OF WHETHER ANY OF THE BUYERS OR THE
AGENT SHALL HAVE MADE ANY DEMAND HEREUNDER AND ALTHOUGH SUCH AMOUNTS, OR ANY OF
THEM, SHALL BE CONTINGENT OR UNMATURED AND REGARDLESS OF ANY OTHER COLLATERAL
SECURING SUCH AMOUNTS.
EACH SELLER SHALL BE DEEMED DIRECTLY INDEBTED TO THE
AGENT AND THE BUYERS IN THE FULL AMOUNT OF ALL AMOUNTS OWING TO THE BUYERS AND
THE AGENT BY THE SELLERS UNDER THE REPURCHASE DOCUMENTS, AND BUYER SHALL BE
ENTITLED TO EXERCISE THE RIGHTS OF OFFSET PROVIDED FOR ABOVE.
ANY AND ALL
RIGHTS TO REQUIRE ANY OF THE BUYERS OR THE AGENT TO EXERCISE ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO
ANY OF THE BUYERS OR THE AGENT BY THE SELLERS
93
UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF OFFSET WITH
RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER
PROPERTY OF ANY SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED
BY EACH SELLER.
SECTION 13.17
TREATMENT OF CERTAIN INFORMATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY RELATED
DOCUMENT, ALL PERSONS MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF
ANY KIND, THE FEDERAL INCOME TAX TREATMENT OF ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT, ANY FACT RELEVANT
TO UNDERSTANDING THE FEDERAL TAX TREATMENT OF SUCH TRANSACTIONS AND ALL
MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) RELATING TO
SUCH FEDERAL INCOME TAX TREATMENT.
SECTION 13.18
INCREASED COSTS, ILLEGALITY, ETC.
(A)
IN THE EVENT THAT THE AGENT SHALL HAVE DETERMINED (WHICH DETERMINATION SHALL,
ABSENT MANIFEST ERROR, BE FINAL AND CONCLUSIVE AND BINDING UPON ALL PARTIES
HERETO):
(I)
ON ANY DATE THAT, BY REASON OF ANY
CHANGES ARISING AFTER THE DATE OF THIS AGREEMENT AFFECTING THE INTERBANK
EURODOLLAR MARKET, ADEQUATE AND FAIR MEANS DO NOT EXIST FOR ASCERTAINING THE
APPLICABLE PRICING RATE ON THE BASIS PROVIDED FOR IN THE DEFINITION OF
EURODOLLAR RATE; OR
(II)
AT ANY TIME, THAT THE AGENT OR THE BUYERS
SHALL INCUR INCREASED COSTS OR REDUCTIONS IN THE AMOUNTS RECEIVED OR