OBLIGORS
WITH (A) BANK ONE, N.A., WELLS FARGO BANK, N.A., BANK OF AMERICA, N.A., AND FNB,
AND, UPON 60 DAYS' PRIOR WRITTEN NOTICE
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FROM THE COLLATERAL AGENT TO THE LEAD BORROWER, WACHOVIA BANK, N.A. (PROVIDED,
THAT THE ACCOUNTS AT WACHOVIA BANK. N.A. SHALL NOT BE BLOCKED ACCOUNTS,
NOTWITHSTANDING SUCH 60-DAY NOTICE, IF AFTER THE LEAD BORROWER HAS USED BEST
EFFORTS TO CAUSE WACHOVIA BANK, N.A. TO ENTER INTO A BLOCKED ACCOUNT AGREEMENT
ACCEPTABLE TO THE COLLATERAL AGENT, WACHOVIA BANK, N.A. HAS NOT ENTERED INTO
SUCH AN AGREEMENT) OR (B) ANY OTHER BANKS SATISFACTORY TO THE ADMINISTRATIVE
AGENT, INTO WHICH DEPOSITS FROM OTHER DDA'S MUST BE DIRECTED AND FROM WHICH THE
OBLIGORS SHALL NOT MAKE DISBURSEMENTS OTHER THAN TO THE OPERATING ACCOUNT OR THE
CONCENTRATION ACCOUNT.
(III)
THE "OPERATING ACCOUNT":
ESTABLISHED BY EACH OF THE OBLIGORS
WITH FLEET NATIONAL BANK, FROM WHICH ONLY DISBURSEMENTS MAY BE MADE AND INTO
WHICH ADVANCES UNDER THE REVOLVING CREDIT MAY BE DEPOSITED OR DEPOSITS FROM THE
BLOCKED ACCOUNT(S) MAY BE MADE.
(B)
THE CONTENTS OF EACH DDA AND OF THE BLOCKED ACCOUNT CONSTITUTES COLLATERAL
AND PROCEEDS OF COLLATERAL. THE CONTENTS OF THE CONCENTRATION ACCOUNT
CONSTITUTES THE ADMINISTRATIVE AGENT'S PROPERTY.
(C)
THE OBLIGORS SHALL NOT ESTABLISH ANY BLOCKED ACCOUNT HEREAFTER EXCEPT UPON
NOT LESS THAN THIRTY (30) DAYS WRITTEN NOTICE TO THE COLLATERAL AGENT AND THE
DELIVERY TO THE 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
AGENT).
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 7.3 OR
ELSEWHERE IN THIS AGREEMENT, EACH BLOCKED ACCOUNT AGREEMENT SHALL PROVIDE
(EXCEPT AS THE COLLATERAL AGENT MAY OTHERWISE AGREE IN WRITING) THAT, UNTIL
COLLATERAL AGENT HAS NOTIFIED THE FINANCIAL INSTITUTION MAINTAINING SUCH BLOCKED
ACCOUNT IN WRITING TO FORWARD BY DAILY SWEEP ALL AMOUNTS IN THE APPLICABLE
BLOCKED ACCOUNT TO THE CONCENTRATION ACCOUNT, 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.
COLLATERAL AGENT SHALL BE ENTITLED TO GIVE THE
AFOREMENTIONED NOTIFICATION TO SUCH FINANCIAL INSTITUTION, OR TO REQUEST THAT
THE OBLIGORS DELIVER SUCH A NOTIFICATION TO SUCH FINANCIAL INSTITUTION UNDER
SECTION 7.3(F), AT ANY TIME AFTER EITHER (I) THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, OR (II) EXCEPT AS SPECIFIED IN SECTION
7.3(G)(1), EXCESS AVAILABILITY ON ANY DAY IS LESS THAN $10,000,000 (THE PERIOD
DURING WHICH THE COLLATERAL AGENT MAY GIVE SUCH A NOTICE, A "SWEEP PERIOD");
PROVIDED, HOWEVER, THAT, SUBJECT TO THE FOLLOWING SENTENCE, EACH SWEEP PERIOD
WILL BE SUSPENDED WITHIN FIVE (5) BUSINESS DAYS OF:
(Y) AGENT'S AND LENDERS'
WRITTEN WAIVER OF ANY RELEVANT EVENT OF DEFAULT; OR (Z) BORROWERS' EXCESS
AVAILABILITY EXCEEDING $20,000,000 FOR SIXTY (60) CONSECUTIVE DAYS (A "SWEEP