CLEARING HOUSE
INTERBANK PAYMENTS SYSTEM OR OTHER FUNDS IMMEDIATELY AVAILABLE TO LENDER BY
1:00 P.M., NEW YORK CITY TIME, ON THE DATE SUCH PAYMENT IS DUE, TO LENDER BY
DEPOSIT TO SUCH ACCOUNT AS LENDER MAY DESIGNATE BY WRITTEN NOTICE TO BORROWER.
WHENEVER ANY PAYMENT HEREUNDER OR UNDER THE NOTE SHALL BE STATED TO BE DUE ON A
DAY WHICH IS NOT A BUSINESS DAY, SUCH PAYMENT SHALL BE MADE ON THE NEXT
SUCCEEDING BUSINESS DAY.
2.6.2
NO DEDUCTIONS, ETC.
ALL PAYMENTS MADE BY BORROWER HEREUNDER OR
UNDER THE NOTE OR THE OTHER LOAN DOCUMENTS SHALL BE MADE IRRESPECTIVE OF, AND
WITHOUT ANY DEDUCTION FOR, ANY SETOFF, DEFENSE OR COUNTERCLAIMS.
2.6.3
CASH MANAGEMENT.
(A)
BORROWER, LENDER AND AGENT ARE PARTY TO (I) THAT CERTAIN CLEARING
ACCOUNT AGREEMENT, AND (II) THAT CERTAIN CASH MANAGEMENT AGREEMENT, EACH OF EVEN
DATE HEREWITH, WHICH AGREEMENTS, TOGETHER, DESCRIBE CASH MANAGEMENT APPLICABLE
TO THE LOAN, INCLUDING FOLLOWING A CASH MANAGEMENT TRIGGER AND FOLLOWING A CASH
SWEEP TRIGGER.
(B)
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, LENDER MAY, IN
ADDITION TO ANY AND ALL OTHER RIGHTS AND REMEDIES AVAILABLE TO LENDER, APPLY ANY
SUMS THEN PRESENT IN THE CLEARING ACCOUNT TO THE PAYMENT OF THE DEBT IN ANY
ORDER IN ITS SOLE DISCRETION.
(C)
THE CLEARING ACCOUNT SHALL NOT BE COMMINGLED WITH OTHER MONIES
HELD BY BORROWER OR CLEARING BANK.
(D)
BORROWER SHALL NOT FURTHER PLEDGE, ASSIGN OR GRANT ANY SECURITY
INTEREST IN THE CLEARING ACCOUNT OR THE MONIES DEPOSITED THEREIN OR PERMIT ANY
LIEN OR ENCUMBRANCE TO ATTACH THERETO, OR ANY LEVY TO BE MADE THEREON, OR ANY
UCC-1 FINANCING STATEMENTS, EXCEPT THOSE NAMING LENDER AS THE SECURED PARTY, TO
BE FILED WITH RESPECT THERETO.
(E)
BORROWER SHALL INDEMNIFY LENDER AND HOLD LENDER HARMLESS FROM AND
AGAINST ANY AND ALL ACTIONS, SUITS, CLAIMS, DEMANDS, LIABILITIES, LOSSES,
DAMAGES, OBLIGATIONS AND COSTS AND EXPENSES (INCLUDING LITIGATION COSTS AND
REASONABLE ATTORNEYS FEES AND EXPENSES) ARISING FROM OR IN ANY WAY CONNECTED
WITH THE CLEARING ACCOUNT AND/OR THE CLEARING ACCOUNT AGREEMENT (UNLESS ARISING
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER) OR THE PERFORMANCE OF
THE OBLIGATIONS FOR WHICH THE CLEARING ACCOUNT WAS ESTABLISHED.
(F)
THE INSUFFICIENCY OF FUNDS ON DEPOSIT IN THE CASH MANAGEMENT
ACCOUNT SHALL NOT RELIEVE BORROWER FROM THE OBLIGATION TO MAKE ANY PAYMENTS, AS
AND WHEN DUE PURSUANT TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND SUCH
OBLIGATIONS SHALL BE SEPARATE AND INDEPENDENT, AND NOT CONDITIONED ON ANY EVENT
OR CIRCUMSTANCE WHATSOEVER.
(G)
ALL FUNDS ON DEPOSIT IN THE CASH MANAGEMENT ACCOUNT FOLLOWING THE
OCCURRENCE OF AN EVENT OF DEFAULT MAY BE APPLIED BY LENDER IN SUCH ORDER AND
PRIORITY AS LENDER SHALL DETERMINE.
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(H)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS, AND PROVIDED NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, BORROWER'S OBLIGATIONS WITH RESPECT TO THE PAYMENT
OF THE MONTHLY DEBT SERVICE PAYMENT AMOUNT AND AMOUNTS REQUIRED TO BE DEPOSITED
INTO THE RESERVE FUNDS, IF ANY, SHALL BE DEEMED SATISFIED TO