TO THE CONTRARY NOTWITHSTANDING, IF
SAID RATE OR RATES OF INTEREST OR MANNER OF PAYMENT EXCEEDS THE MAXIMUM
ALLOWABLE UNDER APPLICABLE LAW, THEN, IPSO FACTO, AS OF THE DATE OF THIS
AGREEMENT, BORROWERS ARE AND SHALL BE LIABLE ONLY FOR THE PAYMENT OF SUCH
MAXIMUM AS ALLOWED BY LAW, AND PAYMENT RECEIVED FROM BORROWERS IN EXCESS OF SUCH
LEGAL MAXIMUM, WHENEVER RECEIVED, SHALL BE APPLIED TO REDUCE THE PRINCIPAL
BALANCE OF THE OBLIGATIONS TO THE EXTENT OF SUCH EXCESS.
2.7.
CASH MANAGEMENT.
(A)
BORROWERS SHALL (I) ESTABLISH AND MAINTAIN
CASH MANAGEMENT SERVICES OF A TYPE AND ON TERMS REASONABLY SATISFACTORY TO
COLLATERAL AGENT AT ONE OR MORE OF THE BANKS SET FORTH ON SCHEDULE 2.7(A) AS
AMENDED OR MODIFIED FROM TIME TO TIME PURSUANT TO CLAUSE (C) BELOW (EACH A "CASH
MANAGEMENT BANK"), AND SHALL REQUEST IN WRITING AND OTHERWISE TAKE SUCH
REASONABLE STEPS TO ENSURE THAT ALL OF THEIR ACCOUNT DEBTORS FORWARD PAYMENT OF
THE AMOUNTS OWED BY THEM DIRECTLY TO SUCH CASH MANAGEMENT BANKS, AND
(II) DEPOSIT OR CAUSE TO BE DEPOSITED PROMPTLY, AND IN ANY EVENT NO LATER THAN
THE FIRST BUSINESS DAY AFTER THE DATE OF RECEIPT THEREOF, ALL OF THEIR
COLLECTIONS FROM ACCOUNT DEBTORS (INCLUDING THOSE SENT DIRECTLY
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BY THEIR ACCOUNT DEBTORS TO BORROWERS) INTO A BANK ACCOUNT (A "CASH MANAGEMENT
ACCOUNT") AT ONE OF THE CASH MANAGEMENT BANKS.
(B)
EACH CASH MANAGEMENT BANK SHALL ESTABLISH
AND MAINTAIN CASH MANAGEMENT AGREEMENTS, IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO COLLATERAL AGENT.
UNLESS THE COLLATERAL AGENT OTHERWISE AGREES,
EACH SUCH CASH MANAGEMENT AGREEMENT SHALL PROVIDE, AMONG OTHER THINGS, THAT
(I) AT ANY TIME AFTER NOTICE FROM COLLATERAL AGENT AND PRIOR TO THE RESCINDING
OF SUCH NOTICE, THE CASH MANAGEMENT BANK WILL COMPLY WITH ANY INSTRUCTIONS
ORIGINATED BY COLLATERAL AGENT DIRECTING THE DISPOSITION OF THE FUNDS IN SUCH
CASH MANAGEMENT ACCOUNT WITHOUT FURTHER CONSENT BY BORROWERS, (II) THE CASH
MANAGEMENT BANK HAS NO RIGHTS OF SETOFF OR RECOUPMENT OR ANY OTHER CLAIM AGAINST
THE APPLICABLE CASH MANAGEMENT ACCOUNT, OTHER THAN FOR PAYMENT OF ITS SERVICE
FEES AND OTHER CHARGES DIRECTLY RELATED TO THE ADMINISTRATION OF SUCH CASH
MANAGEMENT ACCOUNT AND FOR RETURNED CHECKS OR OTHER ITEMS OF PAYMENT, AND
(III) AT ANY TIME AFTER NOTICE FROM COLLATERAL AGENT AND PRIOR TO THE RESCINDING
OF SUCH NOTICE, IT WILL FORWARD BY DAILY SWEEP ALL AMOUNTS IN THE APPLICABLE
CASH MANAGEMENT ACCOUNT TO THE APPLICABLE AGENT'S ACCOUNT; PROVIDED THAT, UNLESS
(Y) AN ENFORCEMENT EVENT UNDER AND AS SUCH TERM IS DEFINED IN THE GERMAN ACCOUNT
PLEDGE AGREEMENTS DATED ON OR ABOUT THE DATE HEREOF ENTERED INTO OR TO BE
ENTERED INTO BETWEEN EACH OF THE GERMAN BORROWERS AND THE COLLATERAL AGENT IN
CONNECTION WITH THIS AGREEMENT HAS OCCURRED, OR (X) AN EVENT OF DEFAULT OF A
GERMAN BORROWER HAS OCCURRED AND IS CONTINUING WHICH EVENT OF DEFAULT WAS NOT
CAUSED SOLELY BY AN ACT OR OMISSION TO ACT OF A BORROWER OTHER THAN THE GERMAN
BORROWERS THROUGH A CROSS DEFAULT PROVISION UNDER THIS AGREEMENT, THE COLLATERAL
AGENT SHALL