"BLOCKED ACCOUNT(S)" HAVE BEEN OR WILL BE ESTABLISHED (AND
ARE SO REFERRED TO HEREIN):
(I)
ESTABLISHED BY EACH OF THE OBLIGORS WITH
EACH OF JPMORGAN CHASE BANK, N.A. AND WELLS FARGO BANK, N.A., AND UPON AND
FOLLOWING THE DATE THAT IS 60 DAYS AFTER THE DATE HEREOF, WACHOVIA BANK, N.A.
(PROVIDED THAT THE ACCOUNTS AT WACHOVIA BANK, N.A. SHALL NOT BECOME BLOCKED
ACCOUNTS IF, AFTER THE BORROWERS HAVE USED BEST EFFORTS TO CAUSE WACHOVIA BANK,
N.A. TO ENTER INTO A BLOCKED ACCOUNT AGREEMENT ACCEPTABLE TO THE TERM COLLATERAL
AGENT AND THE REVOLVING LOAN COLLATERAL AGENT, WACHOVIA BANK, N.A. HAS NOT
ENTERED INTO SUCH AN AGREEMENT); OR
(II)
ESTABLISHED BY EACH OF THE OBLIGORS WITH
ANY OTHER BANKS SATISFACTORY TO THE TERM ADMINISTRATIVE AGENT, INTO WHICH
DEPOSITS FROM OTHER ACCOUNTS ARE TO BE DIRECTED AND FROM WHICH THE OBLIGORS
SHALL NOT MAKE DISBURSEMENTS OTHER THAN AS PERMITTED BY THE TERM ADMINISTRATIVE
AGENT.
(B)
THE CONTENTS OF EACH ACCOUNT AND OF THE BLOCKED ACCOUNT CONSTITUTES
COLLATERAL AND PROCEEDS OF COLLATERAL.
(C)
THE OBLIGORS SHALL NOT ESTABLISH ANY BLOCKED ACCOUNT HEREAFTER EXCEPT UPON
NOT LESS THAN THIRTY (30) DAYS WRITTEN NOTICE TO THE TERM COLLATERAL AGENT AND
THE DELIVERY TO THE TERM COLLATERAL AGENT OF A BLOCKED ACCOUNT AGREEMENT WITH
RESPECT THERETO.
(D)
THE OBLIGORS SHALL PAY ALL FEES AND CHARGES OF, AND MAINTAIN SUCH
IMPRESSED BALANCES AS MAY BE REQUIRED BY THE DEPOSITORY
IN WHICH ANY ACCOUNT IS
OPENED AS REQUIRED HEREBY (EVEN IF SUCH ACCOUNT IS OPENED BY AND/OR IS THE
PROPERTY OF THE TERM ADMINISTRATIVE AGENT).
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 7.2 OR
ELSEWHERE IN THIS AGREEMENT, EACH BLOCKED ACCOUNT AGREEMENT SHALL PROVIDE
(EXCEPT AS THE TERM COLLATERAL AGENT MAY OTHERWISE AGREE IN WRITING) THAT, UNTIL
TERM COLLATERAL AGENT HAS NOTIFIED (SUBJECT TO THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT) THE FINANCIAL INSTITUTION MAINTAINING SUCH BLOCKED
ACCOUNT IN WRITING TO THE CONTRARY, ALL AMOUNTS IN THE APPLICABLE BLOCKED
ACCOUNT SHALL BE FORWARDED PURSUANT TO THE INSTRUCTIONS OF THE APPLICABLE
OBLIGOR GIVEN TO THE DEPOSITORY INSTITUTION MAINTAINING SUCH BLOCKED ACCOUNT
FROM TIME TO TIME.
TERM COLLATERAL AGENT SHALL BE ENTITLED, AT ITS ELECTION,
SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR
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AGREEMENT, TO GIVE THE AFOREMENTIONED NOTIFICATION TO SUCH FINANCIAL INSTITUTION
AT ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT.
7.3
PROCEEDS AND COLLECTION OF ACCOUNTS.
(A)
ALL RECEIPTS CONSTITUTE COLLATERAL AND PROCEEDS OF COLLATERAL AND SHALL BE
HELD IN TRUST BY THE OBLIGORS FOR THE TERM COLLATERAL AGENT, SHALL NOT BE
COMMINGLED WITH ANY OF THE OBLIGORS' OTHER FUNDS, AND SHALL BE DEPOSITED AND/OR
TRANSFERRED ONLY TO A BLOCKED ACCOUNT, ANOTHER ACCOUNT PERMITTED HEREUNDER (AND,
IN SUCH CASE, ONLY IF THE FUNDS IN SUCH ACCOUNT ARE DEPOSITED AND/OR TRANSFERRED
TO A BLOCKED ACCOUNT OR AS OTHERWISE SET FORTH IN THE REVOLVING LOAN AGREEMENT)
OR AS OTHERWISE SET FORTH IN THE REVOLVING LOAN AGREEMENT.
(B)
THE OBLIGORS SHALL CAUSE THE ACH OR WIRE TRANSFER TO A BLOCKED ACCOUNT OR
AS