Common use of US Cash Management Clause in Contracts

US Cash Management. Each Borrower shall establish and maintain the Cash Management Systems described below: (a) On or before the Closing Date and until the Termination Date, each Borrower shall, unless otherwise consented to by Agent in its sole discretion, (i) establish lock boxes (“Lock Boxes”) or blocked accounts (“Blocked Accounts”) at one or more of the banks set forth in Disclosure Schedule (3.19), and shall request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such Lock Boxes or Blocked Accounts, and (ii) deposit promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a Lock Box) into one or more Blocked Accounts in such Borrower’s name and at a bank identified in Disclosure Schedule (3.19) (each, a “Relationship Bank”). On or before the Closing Date, each Borrower shall have established a concentration account in its name (each a “Concentration Account” and collectively, the “Concentration Accounts”) at the bank or banks that shall be designated as the Concentration Account bank for each such Borrower in Disclosure Schedule (3.19) (each a “Concentration Account Bank” and collectively, the “Concentration Account Banks”), which banks shall be reasonably satisfactory to Agent. (b) Each Borrower may maintain, in its name, an account (each a “Disbursement Account” and collectively, the “Disbursement Accounts”) at a bank reasonably acceptable to Agent into which Agent shall, from time to time, deposit proceeds of Revolving Credit Advances and Swing Line Advances made to such Borrower pursuant to Section 1.1 for use by such Borrower solely in accordance with the provisions of Section 1.4. (c) On or before the Closing Date, each Concentration Account Bank, each bank where a Disbursement Account is maintained and all other Relationship Banks (other than Xxxxx Cash Accounts, Tax Trust Accounts, the Prepetition Tax Escrow Account, payroll accounts, Borrowers’ depository account no. 0000000 (the “W&M Account”) maintained at Xxxxxx & Xxxx in Leitchfield, Kentucky (“W&M”), Borrowers’ disbursement account no. 3299781296 (the “BofA Account”) maintained at Bank of America, N.A., in Dallas, Texas, and the Borrowers’ account no. 3500594164 (the “Union Planters Account”) maintained at Union Planters Bank in Xxxxxxxxx, Tennessee), shall have entered into tri-party blocked account agreements with Agent, for the benefit of itself and Lenders, and the applicable Borrower, in form and substance reasonably acceptable to Agent, which shall become operative on or prior to the Closing Date. Each such blocked account agreement shall provide, among other things, that (i) all items of payment deposited in such account and proceeds thereof deposited in the applicable Concentration Account are held by such bank as agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (ii) except as otherwise consented to by Agent in its sole discretion, the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii) except as otherwise consented to by Agent in its sole discretion, from and after the Closing Date (A) with respect to banks at which a Blocked Account is maintained, such bank agrees, to forward immediately all available funds in each Blocked Account to such Borrower’s Concentration Account Bank and to commence the process of daily sweeps from such Blocked Account into the applicable Concentration Account and (B) with respect to each Concentration Account Bank, such bank agrees, to immediately forward all available funds in the applicable Concentration Account to the US Collection Account through daily sweeps from such Concentration Account into the US Collection Account. (d) Unless a Default or Event of Default shall have occurred and be continuing, Agent shall remit any proceeds remaining in the US Collection Account following payment in full of all outstanding Obligations which are due and payable directly to the Disbursement Accounts as directed by Borrower Representative. (e) No Borrower shall, or shall cause or permit any Subsidiary thereof to, accumulate or maintain cash in (i) except to the extent permitted in clause (d) above, Disbursement Accounts (excluding Xxxxx Cash Accounts, the Tax Trust Accounts and the Prepetition Tax Trust Account) or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date, amounts necessary to fund scheduled wire transfers and electronic funds transfers, and amounts necessary to meet minimum balance requirements, (ii) Tax Trust Accounts in an amount greater than required by the applicable Governmental Authority for whose benefit such account was created, (iii) the Prepetition Tax Trust Account in excess of amounts required to cover standard bank fees pertaining to such account or (iv) any Xxxxx Cash Account in an amount in excess of the amount set forth opposite such Xxxxx Cash Account on Exhibit C hereto. On or prior to the Closing Date, Borrowers shall have provided evidence reasonably satisfactory to Agent that Borrowers have in effect standing non-retractable instructions with W&M pursuant to which Borrowers have instructed W&M to, on a daily basis, forward all available funds in the W&M Account to the applicable Concentration Account. On or prior to the date which is ninety (90) days following the Closing Date, Borrowers shall have permanently closed the BofA Account, the Union Planters Account and the Prepetition Tax Escrow Account and shall have transferred all funds in such accounts on such date to accounts subject to a tri-party blocked account agreement (in form and substance reasonably satisfactory to Agent) in favor of Agent, for the benefit of itself and Lenders, and shall have provided Agent with evidence reasonably satisfactory of the same. (f) So long as no Default or Event of Default has occurred and is continuing, Borrowers may amend Disclosure Schedule (3.19) to add or replace a Relationship Bank, Lock Box, Blocked Account, Concentration Account, Disbursement Account or other account; provided, that (i) Agent shall have consented in writing in advance to the opening of such account or Lock Box with the relevant bank and (ii) prior to the time of the opening of such account or Lock Box (other than payroll accounts, Tax Trust Accounts, Xxxxx Cash Accounts or other unblocked accounts acceptable to Agent), the applicable Borrower, and such bank shall have executed and delivered to Agent a tri-party blocked account agreement, in form and substance reasonably satisfactory to Agent. Borrowers shall close any of their accounts (and in any event within forty-five (45) days following notice from Agent that the creditworthiness of any bank holding an account is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within sixty (60) days following notice from Agent that the operating performance, funds transfer or availability procedures or performance with respect to accounts or Lock Boxes of the bank holding such accounts or Agent’s liability under any tri-party blocked account agreement with such bank is no longer acceptable in Agent’s reasonable judgment. (g) The Lock Boxes, Blocked Accounts, Disbursement Accounts and the Concentration Accounts (excluding, for the avoidance of doubt, payroll accounts, Tax Trust Accounts, the Prepetition Tax Escrow Account, Xxxxx Cash Accounts and other unblocked accounts acceptable to Agent) shall be cash collateral accounts, with all cash, checks and other similar items of payment in such accounts securing payment of the Loans and all other Obligations, and in which each Borrower shall have granted a Lien to Agent, on behalf of itself and Lenders, pursuant to the Security Agreement.

US Cash Management. Each Innovations and US Borrower shall, and Innovations shall cause each of its Domestic Subsidiaries (other than the Excluded US Subsidiaries) to, establish and maintain the Cash Management Systems described below: (a) On or before the Closing Date and until the Termination Date, each Borrower shall, unless otherwise consented to by Agent in its sole discretion, (i) US Borrower shall establish lock boxes (“Lock Boxes”"LOCK BOXES") or at Agent's discretion, blocked accounts (“Blocked Accounts”"BLOCKED ACCOUNTS") at one or more of the banks set forth in Disclosure Schedule DISCLOSURE SCHEDULE (3.19), and shall request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such Lock Boxes or Blocked AccountsBoxes, and (ii) Innovations and US Borrower shall, and Innovations shall cause each of its Domestic Subsidiaries (other than the Excluded US Subsidiaries) to, deposit promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a Lock Box) into one or more Blocked Accounts in US Borrower's name or any such Borrower’s Subsidiary's name and at a bank identified in Disclosure Schedule DISCLOSURE SCHEDULE (3.19) (each, a “Relationship Bank”"RELATIONSHIP BANK"). On or before the Closing Date, each US Borrower shall have established a concentration account in its name (each a “Concentration Account” "CONCENTRATION ACCOUNT" and collectively, the “Concentration Accounts”"CONCENTRATION ACCOUNTS") at the bank or banks that shall be designated as the Concentration Account bank for each such US Borrower in Disclosure Schedule DISCLOSURE SCHEDULE (3.19) (each a “Concentration Account Bank” "CONCENTRATION ACCOUNT BANK" and collectively, the “Concentration Account Banks”"CONCENTRATION ACCOUNT BANKS"), which banks shall be reasonably satisfactory to Agent. (b) Each Borrower may maintain, in its name, an account (each a “Disbursement Account” and collectively, the “Disbursement Accounts”) at a bank reasonably acceptable to Agent into which Agent shall, from time to time, deposit proceeds of Revolving Credit Advances and Swing Line Advances made to such Borrower pursuant to Section 1.1 for use by such Borrower solely in accordance with the provisions of Section 1.4. (c) On or before the Closing Date, each Concentration Account Bank, each bank where a Disbursement Account is maintained and all other Relationship Banks (other than Xxxxx Cash Accounts, Tax Trust Accounts, the Prepetition Tax Escrow Account, payroll accounts, Borrowers’ depository account no. 0000000 (the “W&M Account”) maintained at Xxxxxx & Xxxx in Leitchfield, Kentucky (“W&M”), Borrowers’ disbursement account no. 3299781296 (the “BofA Account”) maintained at Bank of America, N.A., in Dallas, Texas, and the Borrowers’ account no. 3500594164 (the “Union Planters Account”) maintained at Union Planters Bank in Xxxxxxxxx, Tennessee), shall have entered into tri-party blocked account agreements with Agent, for the benefit of itself and Lenders, and the applicable Borrower, in form and substance reasonably acceptable to Agent, which shall become operative on or prior to the Closing Date. Each such blocked account agreement shall provide, among other things, that (i) all items of payment deposited in such account and proceeds thereof deposited in the applicable Concentration Account are held by such bank as agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (ii) except as otherwise consented to by Agent in its sole discretion, the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii) except as otherwise consented to by Agent in its sole discretion, from and after the Closing Date (A) with respect to banks at which a Blocked Account is maintained, such bank agrees, to forward immediately all available funds in each Blocked Account to such Borrower’s Concentration Account Bank and to commence the process of daily sweeps from such Blocked Account into the applicable Concentration Account and (B) with respect to each Concentration Account Bank, such bank agrees, to immediately forward all available funds in the applicable Concentration Account to the US Collection Account through daily sweeps from such Concentration Account into the US Collection Account. (d) Unless a Default or Event of Default shall have occurred and be continuing, Agent shall remit any proceeds remaining in the US Collection Account following payment in full of all outstanding Obligations which are due and payable directly to the Disbursement Accounts as directed by Borrower Representative. (e) No Borrower shall, or shall cause or permit any Subsidiary thereof to, accumulate or maintain cash in (i) except to the extent permitted in clause (d) above, Disbursement Accounts (excluding Xxxxx Cash Accounts, the Tax Trust Accounts and the Prepetition Tax Trust Account) or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date, amounts necessary to fund scheduled wire transfers and electronic funds transfers, and amounts necessary to meet minimum balance requirements, (ii) Tax Trust Accounts in an amount greater than required by the applicable Governmental Authority for whose benefit such account was created, (iii) the Prepetition Tax Trust Account in excess of amounts required to cover standard bank fees pertaining to such account or (iv) any Xxxxx Cash Account in an amount in excess of the amount set forth opposite such Xxxxx Cash Account on Exhibit C hereto. On or prior to the Closing Date, Borrowers shall have provided evidence reasonably satisfactory to Agent that Borrowers have in effect standing non-retractable instructions with W&M pursuant to which Borrowers have instructed W&M to, on a daily basis, forward all available funds in the W&M Account to the applicable Concentration Account. On or prior to the date which is ninety (90) days following the Closing Date, Borrowers shall have permanently closed the BofA Account, the Union Planters Account and the Prepetition Tax Escrow Account and shall have transferred all funds in such accounts on such date to accounts subject to a tri-party blocked account agreement (in form and substance reasonably satisfactory to Agent) in favor of Agent, for the benefit of itself and Lenders, and shall have provided Agent with evidence reasonably satisfactory of the same. (f) So long as no Default or Event of Default has occurred and is continuing, Borrowers may amend Disclosure Schedule (3.19) to add or replace a Relationship Bank, Lock Box, Blocked Account, Concentration Account, Disbursement Account or other account; provided, that (i) Agent shall have consented in writing in advance to the opening of such account or Lock Box with the relevant bank and (ii) prior to the time of the opening of such account or Lock Box (other than payroll accounts, Tax Trust Accounts, Xxxxx Cash Accounts or other unblocked accounts acceptable to Agent), the applicable Borrower, and such bank shall have executed and delivered to Agent a tri-party blocked account agreement, in form and substance reasonably satisfactory to Agent. Borrowers shall close any of their accounts (and in any event within forty-five (45) days following notice from Agent that the creditworthiness of any bank holding an account is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within sixty (60) days following notice from Agent that the operating performance, funds transfer or availability procedures or performance with respect to accounts or Lock Boxes of the bank holding such accounts or Agent’s liability under any tri-party blocked account agreement with such bank is no longer acceptable in Agent’s reasonable judgment. (g) The Lock Boxes, Blocked Accounts, Disbursement Accounts and the Concentration Accounts (excluding, for the avoidance of doubt, payroll accounts, Tax Trust Accounts, the Prepetition Tax Escrow Account, Xxxxx Cash Accounts and other unblocked accounts acceptable to Agent) shall be cash collateral accounts, with all cash, checks and other similar items of payment in such accounts securing payment of the Loans and all other Obligations, and in which each Borrower shall have granted a Lien to Agent, on behalf of itself and Lenders, pursuant to the Security Agreement.

US Cash Management. Each Innovations and US Borrower shall, and Innovations shall cause each of its Domestic Subsidiaries (other than the Excluded US Subsidiaries) to, establish and maintain the Cash Management Systems described below: (a) On or before the Closing Date and until the Termination Date, each Borrower shall, unless otherwise consented to by Agent in its sole discretion, (i) US Borrower shall establish lock boxes (“"Lock Boxes”") or at Agent's discretion, blocked accounts (“"Blocked Accounts”") at one or more of the banks set forth in Disclosure Schedule (3.19), and shall request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such Lock Boxes or Blocked AccountsBoxes, and (ii) Innovations and US Borrower shall, and Innovations shall cause each of its Domestic Subsidiaries (other than the Excluded US Subsidiaries) to, deposit promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a Lock Box) into one or more Blocked Accounts in US Borrower's name or any such Borrower’s Subsidiary's name and at a bank identified in Disclosure Schedule (3.19) (each, a “"Relationship Bank”"). On or before the Closing Date, each US Borrower shall have established a concentration account in its name (each a “"Concentration Account” " and collectively, the “"Concentration Accounts”") at the bank or banks that shall be designated as the Concentration Account bank for each such US Borrower in Disclosure Schedule (3.19) (each a “"Concentration Account Bank” " and collectively, the “"Concentration Account Banks”"), which banks shall be reasonably satisfactory to Agent. (b) Each Borrower may maintain, in its name, an account (each a “Disbursement Account” and collectively, the “Disbursement Accounts”) at a bank reasonably acceptable to Agent into which Agent shall, from time to time, deposit proceeds of Revolving Credit Advances and Swing Line Advances made to such Borrower pursuant to Section 1.1 for use by such Borrower solely in accordance with the provisions of Section 1.4. (c) On or before the Closing Date, each Concentration Account Bank, each bank where a Disbursement Account is maintained and all other Relationship Banks (other than Xxxxx Cash Accounts, Tax Trust Accounts, the Prepetition Tax Escrow Account, payroll accounts, Borrowers’ depository account no. 0000000 (the “W&M Account”) maintained at Xxxxxx & Xxxx in Leitchfield, Kentucky (“W&M”), Borrowers’ disbursement account no. 3299781296 (the “BofA Account”) maintained at Bank of America, N.A., in Dallas, Texas, and the Borrowers’ account no. 3500594164 (the “Union Planters Account”) maintained at Union Planters Bank in Xxxxxxxxx, Tennessee), shall have entered into tri-party blocked account agreements with Agent, for the benefit of itself and Lenders, and the applicable Borrower, in form and substance reasonably acceptable to Agent, which shall become operative on or prior to the Closing Date. Each such blocked account agreement shall provide, among other things, that (i) all items of payment deposited in such account and proceeds thereof deposited in the applicable Concentration Account are held by such bank as agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (ii) except as otherwise consented to by Agent in its sole discretion, the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii) except as otherwise consented to by Agent in its sole discretion, from and after the Closing Date (A) with respect to banks at which a Blocked Account is maintained, such bank agrees, to forward immediately all available funds in each Blocked Account to such Borrower’s Concentration Account Bank and to commence the process of daily sweeps from such Blocked Account into the applicable Concentration Account and (B) with respect to each Concentration Account Bank, such bank agrees, to immediately forward all available funds in the applicable Concentration Account to the US Collection Account through daily sweeps from such Concentration Account into the US Collection Account. (d) Unless a Default or Event of Default shall have occurred and be continuing, Agent shall remit any proceeds remaining in the US Collection Account following payment in full of all outstanding Obligations which are due and payable directly to the Disbursement Accounts as directed by Borrower Representative. (e) No Borrower shall, or shall cause or permit any Subsidiary thereof to, accumulate or maintain cash in (i) except to the extent permitted in clause (d) above, Disbursement Accounts (excluding Xxxxx Cash Accounts, the Tax Trust Accounts and the Prepetition Tax Trust Account) or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date, amounts necessary to fund scheduled wire transfers and electronic funds transfers, and amounts necessary to meet minimum balance requirements, (ii) Tax Trust Accounts in an amount greater than required by the applicable Governmental Authority for whose benefit such account was created, (iii) the Prepetition Tax Trust Account in excess of amounts required to cover standard bank fees pertaining to such account or (iv) any Xxxxx Cash Account in an amount in excess of the amount set forth opposite such Xxxxx Cash Account on Exhibit C hereto. On or prior to the Closing Date, Borrowers shall have provided evidence reasonably satisfactory to Agent that Borrowers have in effect standing non-retractable instructions with W&M pursuant to which Borrowers have instructed W&M to, on a daily basis, forward all available funds in the W&M Account to the applicable Concentration Account. On or prior to the date which is ninety (90) days following the Closing Date, Borrowers shall have permanently closed the BofA Account, the Union Planters Account and the Prepetition Tax Escrow Account and shall have transferred all funds in such accounts on such date to accounts subject to a tri-party blocked account agreement (in form and substance reasonably satisfactory to Agent) in favor of Agent, for the benefit of itself and Lenders, and shall have provided Agent with evidence reasonably satisfactory of the same. (f) So long as no Default or Event of Default has occurred and is continuing, Borrowers may amend Disclosure Schedule (3.19) to add or replace a Relationship Bank, Lock Box, Blocked Account, Concentration Account, Disbursement Account or other account; provided, that (i) Agent shall have consented in writing in advance to the opening of such account or Lock Box with the relevant bank and (ii) prior to the time of the opening of such account or Lock Box (other than payroll accounts, Tax Trust Accounts, Xxxxx Cash Accounts or other unblocked accounts acceptable to Agent), the applicable Borrower, and such bank shall have executed and delivered to Agent a tri-party blocked account agreement, in form and substance reasonably satisfactory to Agent. Borrowers shall close any of their accounts (and in any event within forty-five (45) days following notice from Agent that the creditworthiness of any bank holding an account is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within sixty (60) days following notice from Agent that the operating performance, funds transfer or availability procedures or performance with respect to accounts or Lock Boxes of the bank holding such accounts or Agent’s liability under any tri-party blocked account agreement with such bank is no longer acceptable in Agent’s reasonable judgment. (g) The Lock Boxes, Blocked Accounts, Disbursement Accounts and the Concentration Accounts (excluding, for the avoidance of doubt, payroll accounts, Tax Trust Accounts, the Prepetition Tax Escrow Account, Xxxxx Cash Accounts and other unblocked accounts acceptable to Agent) shall be cash collateral accounts, with all cash, checks and other similar items of payment in such accounts securing payment of the Loans and all other Obligations, and in which each Borrower shall have granted a Lien to Agent, on behalf of itself and Lenders, pursuant to the Security Agreement.

US Cash Management. Each Innovations and US Borrower shall, and Innovations shall cause each of its Domestic Subsidiaries (other than the Excluded US Subsidiaries) to, establish and maintain the Cash Management Systems described below: (a) On or before the Closing Date and until the Termination Date, each Borrower shall, unless otherwise consented to by Agent in its sole discretion, (i) US Borrower shall establish lock boxes (“Lock Boxes”) or at Agent’s discretion, blocked accounts (“Blocked Accounts”) at one or more of the banks set forth in Disclosure Schedule (3.19), and shall request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such Lock Boxes or Blocked AccountsBoxes, and (ii) Innovations and US Borrower shall, and Innovations shall cause each of its Domestic Subsidiaries (other than the Excluded US Subsidiaries) to, deposit promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a Lock Box) into one or more Blocked Accounts in US Borrower’s name or any such BorrowerSubsidiary’s name and at a bank identified in Disclosure Schedule (3.19) (each, a “Relationship Bank”). On or before the Closing Date, each US Borrower shall have established a concentration account in its name (each a “Concentration Account” and collectively, the “Concentration Accounts”) at the bank or banks that shall be designated as the Concentration Account bank for each such US Borrower in Disclosure Schedule (3.19) (each a “Concentration Account Bank” and collectively, the “Concentration Account Banks”), which banks shall be reasonably satisfactory to Agent. (b) Each Borrower may maintain, in its name, an account (each a “Disbursement Account” and collectively, the “Disbursement Accounts”) at a bank reasonably acceptable to Agent into which Agent shall, from time to time, deposit proceeds of Revolving Credit Advances and Swing Line Advances made to such Borrower pursuant to Section 1.1 for use by such Borrower solely in accordance with the provisions of Section 1.4. (c) On or before the Closing Date, each Concentration Account Bank, each bank where a Disbursement Account is maintained and all other Relationship Banks (other than Xxxxx Cash Accounts, Tax Trust Accounts, the Prepetition Tax Escrow Account, payroll accounts, Borrowers’ depository account no. 0000000 (the “W&M Account”) maintained at Xxxxxx & Xxxx in Leitchfield, Kentucky (“W&M”), Borrowers’ disbursement account no. 3299781296 (the “BofA Account”) maintained at Bank of America, N.A., in Dallas, Texas, and the Borrowers’ account no. 3500594164 (the “Union Planters Account”) maintained at Union Planters Bank in Xxxxxxxxx, Tennessee), shall have entered into tri-party blocked account agreements with Agent, for the benefit of itself and Lenders, and the applicable Borrower, in form and substance reasonably acceptable to Agent, which shall become operative on or prior to the Closing Date. Each such blocked account agreement shall provide, among other things, that (i) all items of payment deposited in such account and proceeds thereof deposited in the applicable Concentration Account are held by such bank as agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (ii) except as otherwise consented to by Agent in its sole discretion, the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii) except as otherwise consented to by Agent in its sole discretion, from and after the Closing Date (A) with respect to banks at which a Blocked Account is maintained, such bank agrees, to forward immediately all available funds in each Blocked Account to such Borrower’s Concentration Account Bank and to commence the process of daily sweeps from such Blocked Account into the applicable Concentration Account and (B) with respect to each Concentration Account Bank, such bank agrees, to immediately forward all available funds in the applicable Concentration Account to the US Collection Account through daily sweeps from such Concentration Account into the US Collection Account. (d) Unless a Default or Event of Default shall have occurred and be continuing, Agent shall remit any proceeds remaining in the US Collection Account following payment in full of all outstanding Obligations which are due and payable directly to the Disbursement Accounts as directed by Borrower Representative. (e) No Borrower shall, or shall cause or permit any Subsidiary thereof to, accumulate or maintain cash in (i) except to the extent permitted in clause (d) above, Disbursement Accounts (excluding Xxxxx Cash Accounts, the Tax Trust Accounts and the Prepetition Tax Trust Account) or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date, amounts necessary to fund scheduled wire transfers and electronic funds transfers, and amounts necessary to meet minimum balance requirements, (ii) Tax Trust Accounts in an amount greater than required by the applicable Governmental Authority for whose benefit such account was created, (iii) the Prepetition Tax Trust Account in excess of amounts required to cover standard bank fees pertaining to such account or (iv) any Xxxxx Cash Account in an amount in excess of the amount set forth opposite such Xxxxx Cash Account on Exhibit C hereto. On or prior to the Closing Date, Borrowers shall have provided evidence reasonably satisfactory to Agent that Borrowers have in effect standing non-retractable instructions with W&M pursuant to which Borrowers have instructed W&M to, on a daily basis, forward all available funds in the W&M Account to the applicable Concentration Account. On or prior to the date which is ninety (90) days following the Closing Date, Borrowers shall have permanently closed the BofA Account, the Union Planters Account and the Prepetition Tax Escrow Account and shall have transferred all funds in such accounts on such date to accounts subject to a tri-party blocked account agreement (in form and substance reasonably satisfactory to Agent) in favor of Agent, for the benefit of itself and Lenders, and shall have provided Agent with evidence reasonably satisfactory of the same. (f) So long as no Default or Event of Default has occurred and is continuing, Borrowers may amend Disclosure Schedule (3.19) to add or replace a Relationship Bank, Lock Box, Blocked Account, Concentration Account, Disbursement Account or other account; provided, that (i) Agent shall have consented in writing in advance to the opening of such account or Lock Box with the relevant bank and (ii) prior to the time of the opening of such account or Lock Box (other than payroll accounts, Tax Trust Accounts, Xxxxx Cash Accounts or other unblocked accounts acceptable to Agent), the applicable Borrower, and such bank shall have executed and delivered to Agent a tri-party blocked account agreement, in form and substance reasonably satisfactory to Agent. Borrowers shall close any of their accounts (and in any event within forty-five (45) days following notice from Agent that the creditworthiness of any bank holding an account is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within sixty (60) days following notice from Agent that the operating performance, funds transfer or availability procedures or performance with respect to accounts or Lock Boxes of the bank holding such accounts or Agent’s liability under any tri-party blocked account agreement with such bank is no longer acceptable in Agent’s reasonable judgment. (g) The Lock Boxes, Blocked Accounts, Disbursement Accounts and the Concentration Accounts (excluding, for the avoidance of doubt, payroll accounts, Tax Trust Accounts, the Prepetition Tax Escrow Account, Xxxxx Cash Accounts and other unblocked accounts acceptable to Agent) shall be cash collateral accounts, with all cash, checks and other similar items of payment in such accounts securing payment of the Loans and all other Obligations, and in which each Borrower shall have granted a Lien to Agent, on behalf of itself and Lenders, pursuant to the Security Agreement.