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, SHALL BE CONTINGENT
OR UNMATURED AND REGARDLESS OF ANY OTHER COLLATERAL SECURING SUCH AMOUNTS.
SELLER SHALL BE DEEMED DIRECTLY INDEBTED TO BUYER AND ITS AFFILIATES IN THE FULL
AMOUNT OF ALL AMOUNTS OWING TO BUYER AND ITS AFFILIATES BY SELLER UNDER THE
TRANSACTION DOCUMENTS, AND BUYER AND ITS AFFILIATES SHALL BE ENTITLED TO
EXERCISE THE RIGHTS OF OFFSET PROVIDED FOR ABOVE.
ANY AND ALL RIGHTS TO REQUIRE
BUYER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY
OTHER COLLATERAL OR PURCHASED ITEMS THAT
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SECURE THE AMOUNTS OWING TO BUYER OR ITS AFFILIATES BY SELLER UNDER THE
TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THEIR RIGHT OF OFFSET WITH RESPECT TO
SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF
SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER.
(F)
EACH PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH
MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION
OF THIS AGREEMENT SHALL BE PROHIBITED BY OR BE INVALID UNDER SUCH LAW, SUCH
PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY,
WITHOUT INVALIDATING THE