fyi                        [Murray, Julia]  




 Original Message-----
From: 	Ephross, Joel  
Sent:	Monday, November  26, 2001 12:43 PM
To:	Murray, Julia
Cc:	Mintz, Jordan
Subject:	B of A setoff provisions

According to Mary, we do not have a written agreement with B of A. Notwithstanding that, from time to time B of A sends out standard Ts and Cs regarding corporate accounts. The last one available, effective October 2001, contains a setoff provision. This purports to allow the bank a right of setoff, either before or after an event of default, and to apply both to the bank, and its affiliates. [It does not purport to apply to the debtor or any of its affiliates, except in circumstances not applicable here -- such as sole proprietor, or partnership situations.]