ANY BLOCKED ACCOUNT HEREAFTER EXCEPT
> UPON NOT LESS THAN THIRTY (30) DAYS WRITTEN NOTICE TO THE AGENT AND THE
> DELIVERY TO THE AGENT OF A BLOCKED ACCOUNT AGREEMENT WITH RESPECT THERETO.
>
>
> (D)
THE BORROWERS SHALL PAY ALL FEES AND CHARGES OF, 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).
7.4
PROCEEDS AND COLLECTION OF ACCOUNTS.
> (A)
ALL RECEIPTS CONSTITUTE COLLATERAL AND PROCEEDS OF COLLATERAL AND SHALL
> BE HELD IN TRUST BY THE BORROWERS FOR THE AGENT, AND SHALL BE DEPOSITED AND/OR
> TRANSFERRED ONLY TO THE BLOCKED ACCOUNT.
>
>
> (B)
PRIOR TO THE OCCURRENCE OF A CASH MANAGEMENT ACTIVATION EVENT, (I) THE
> BORROWER SHALL BE ENTITLED TO WITHDRAW FUNDS FROM THE BLOCKED ACCOUNT FOR
> TRANSFER TO THE DISBURSEMENT ACCOUNT OR OPERATING ACCOUNT WITHOUT PRIOR NOTICE
> TO OR THE CONSENT OF AGENT; (II) BORROWER SHALL NOT BE REQUIRED TO ACH OR WIRE
> TRANSFER RECEIPTS AND THE PROCEEDS OF CREDIT CARD CHARGES TO THE CONCENTRATION
> ACCOUNT AND (III) LENDER SHALL NOT SEND THE DDA NOTIFICATIONS OR CREDIT CARD
> PROCESSOR NOTIFICATIONS EXECUTED BY BORROWERS HEREUNDER TO THE INSTITUTIONS AT
> WHICH THE DDA'S ARE MAINTAINED OR TO BORROWER'S CREDIT CARD PROCESSORS.
>
>
> (C)
FOLLOWING THE OCCURRENCE OF A CASH MANAGEMENT ACTIVATION EVENT, THE
> AGENT MAY:
>
> > (I)
SEND THE DDA NOTIFICATIONS AND CREDIT CARD PROCESSOR
> > NOTIFICATIONS DELIVERED BY BORROWER TO AGENT PURSUANT TO SECTIONS 7.1(B) AND
> > (C) AND 7.2(B) HEREOF TO THE APPROPRIATE DEPOSITORY INSTITUTIONS AND CREDIT
> > CARD PROCESSORS AND CLEARINGHOUSES; AND
> >
> > (II)
NOTIFY ANY DEPOSITORY INSTITUTION IN WHICH A BLOCKED
> > ACCOUNT IS MAINTAINED THAT A CASH MANAGEMENT ACTIVATION EVENT HAS OCCURRED.
>
>
> (D)
FROM AND AFTER THE OCCURRENCE OF A CASH MANAGEMENT ACTIVATION EVENT,
> BORROWERS SHALL CAUSE THE ACH OR WIRE TRANSFER TO THE BLOCKED ACCOUNT OR THE
> CONCENTRATION ACCOUNT, NO LESS FREQUENTLY THAN DAILY (AND WHETHER OR NOT THERE
> IS THEN AN OUTSTANDING BALANCE IN THE LOAN ACCOUNT) OF THE FOLLOWING:
>
> > (I)
THE CONTENTS OF EACH DDA (OTHER THAN ANY EXEMPT DDA).
> > EACH SUCH TRANSFER TO BE NET OF ANY MINIMUM BALANCE, NOT TO EXCEED
> > $1,500.00, AS MAY BE REQUIRED TO BE MAINTAINED IN THE SUBJECT DDA BY THE
> > BANK AT WHICH SUCH DDA IS MAINTAINED.
> >
> > (II)
THE PROCEEDS OF ALL CREDIT CARD CHARGES NOT OTHERWISE
> > PROVIDED FOR PURSUANT HERETO.
> >
> > > > Telephone advice (confirmed by written notice) shall be provided to the
> > > > Agent on each Business Day on which any such transfer is made.
>
>
> (E)
FROM AND AFTER THE OCCURRENCE OF A CASH MANAGEMENT ACTIVATION EVENT,
> WHETHER OR NOT ANY LIABILITIES ARE THEN OUTSTANDING, THE BORROWERS SHALL