Controlled Disbursement Account. The Loan Parties shall maintain, in the name of the Borrower Representative, a Controlled Disbursement Account with KeyBank. The Borrowers may maintain more than one Controlled Disbursement Account. The Borrowers shall base its requests for Revolving Loans on, among other things, the daily balance of the Controlled Disbursement Account (or Controlled Disbursement Accounts). The Borrowers shall not, and shall not cause or permit any Loan Party, to maintain cash in any Controlled Disbursement Account, as of any date of determination, in excess of checks outstanding against such account as of that date, and amounts necessary to meet minimum balance requirements.
Controlled Disbursement Account. The Controlled Disbursement Account will be your account with BNY Mellon, and you shall, and hereby do, authorize us to act as your agent for all purposes, including but not limited to, opening and managing the Controlled Disbursement Account, and issuance of return or stop payment instructions. You expressly authorize us to obtain access, from time to time, to all records of the Controlled Disbursement Account. We have the exclusive right to manage the Controlled Disbursement Account. You will not make, and BNY Mellon is not obligated to accept, deposits directly to the Controlled Disbursement Account. Furthermore, except as permitted when “Daily Match™ Service” is selected, you may not give or direct, and BNY Mellon is not obligated to receive, accept or act upon, any instructions, inquiries or communications of any kind directly to BNY Mellon with respect to the Controlled Disbursement Account. All such instructions, inquiries or communications must be directed to BNY Mellon through us as your agent. Therefore, while you have all the rights of the owner of the Controlled Disbursement Account, every communication to BNY Mellon other than that of writing checks on the Account, and in connection with “Daily Match™ Services”, if applicable, shall be directed through us. You authorize us and BNY Mellon to honor checks from the Controlled Disbursement Account bearing the signature or facsimile signature appearing on the BNY Mellon signature card and you waive any claim which you may have against us or BNY Mellon on account of it paying and charging to the Controlled Disbursement Account any such check when such signature or facsimile signature or a substantially similar copy of the facsimile signature is placed thereon. You acknowledge that facsimile transmission is an inherently insecure communication method due to the possibility of error, delay and observation or receipt by unauthorized personnel. Should you elect to send or receive directions or information via facsimile in connection with the Service, you assume all risk of loss or disclosure resulting from such transmission.
Controlled Disbursement Account. Not later than 1:00 p.m., Chicago time, on each Business Day, the Lender shall, subject to the conditions of this Agreement (but without any further written notice required), make available to the Borrower, by a credit to the Funding Account, the proceeds of a CBFR Borrowing to the extent necessary to pay items to be drawn on the Controlled Disbursement Accounts that day. All other Revolving Loans shall be made upon notice given in accordance with §2.03(b).
Controlled Disbursement Account a demand deposit account maintained by Borrowers at BofA (or an Affiliate of BofA) and to which proceeds of Loans may be wired from time to time.
Controlled Disbursement Account. On or before the effective date of this Agreement, AHERF shall open one or more interest bearing bank accounts, over which HealthAmerica or the appropriate Member Company shall have signature authority (the "Account"), at bank to be agreed to by the parties. Separate accounts will be established for each Program hereunder to the extent administratively appropriate. AHERF understands and agrees that under no circumstances may AHERF withdraw any moneys from the Account without the previous written consent of the Member Companies, which consent shall not be unreasonably withheld.
Controlled Disbursement Account. The Credit Parties shall maintain one or more Controlled Disbursement Accounts with Agent, on behalf of the Lenders. Borrowers shall base their requests for Revolving Loans on, among other things, the daily balance of the Controlled Disbursement Account (or Controlled Disbursement Accounts). During a Cash Dominion Period, the Credit Parties shall not, and shall not cause or permit any Company, to maintain cash in any Controlled Disbursement Account, as of any date of determination, in excess of checks outstanding against such account as of that date, and amounts necessary to meet minimum balance requirements.
Controlled Disbursement Account. The Parent and MLI shall, as soon as practicable and in any event within 90 days of the Closing Date, (i) terminate the controlled disbursement account no. 37519-06984 (the "Controlled Disbursement Account") at Bank of America, N.A., and close any lockboxes related thereto (the "Controlled Disbursement Lockboxes"), (ii) designate existing Lender Lockbox Accounts, Lender Lockboxes Borrower Lockbox Accounts and Borrower Lockboxes, as applicable, with Bank of America, N.A., which are subject to an existing Depositary Agreement for the purpose of receiving payments from Obligors that were previously remitting payments to the account referenced in clause (i) above, (iii) deliver Notices to Government Entities that were remitting payments to the accounts and lockboxes referenced in clause (i) above to remit all future payments to the Borrower Lockbox Accounts and/or Borrower Lockboxes referenced in clause (ii), and (iv) deliver invoices to Non-Governmental Obligors that were remitting payments to the accounts and lockboxes referenced in clause (i) above to remit all future payments to the Lender Lockbox Accounts and/or Lender Lockboxes referenced in clause (ii).
Controlled Disbursement Account. The Borrower shall maintain a commercial account (the "Controlled Disbursement Account") with First Bank, East Grand Forks, Minnesota into which deposits from the Disbursement Account may be authorized by the Borrower and/or the Lender and from which the Borrower may draw checks for corporate purposes.
Controlled Disbursement Account a demand deposit account maintained by Borrowers at Lender or any of its Affiliates and to which proceeds of Loans may be transferred from time to time. Court — as defined in the Recitals to this Agreement. Credit Judgment — Lender’s judgment exercised in a manner consistent with its customary practices or otherwise in good faith, based upon its consideration of any factor that it believes (i) will or could reasonably be expected to affect adversely the quantity, quality, mix or value of any Collateral, the enforceability or priority of Lender’s Liens or the amount that Lender would be likely to receive (after taking into account delays in the payment and estimated costs of enforcement) in the collection of the Accounts or liquidation of any of the Collateral; (ii) suggests that any collateral report or financial information delivered to Lender by any Person on behalf of any Obligor is incomplete, inaccurate or misleading in any material respect; or (iii) creates or reasonably could be expected to create or result in a Default or Event of Default. In exercising such judgment, Lender may consider such factors already included in or tested by the definition of Eligible Accounts, as well as any of the following: (a) the financial and business climate of Borrowers’ industry; (b) changes in collection history and dilution with respect to the Accounts;
Controlled Disbursement Account a demand deposit account maintained by Borrowers at Lender (or an Affiliate of Lender) and to which proceeds of Revolver Loans may be wired from time to time. Court — shall have the meaning ascribed to such term in the recitals of this Agreement. Credit Judgment — Lender’s reasonable judgment exercised in a manner consistent with its customary practices or otherwise in good faith, based upon its consideration of any factor that it believes (i) will or would reasonably be expected to affect adversely the quantity, quality, mix or value of any Collateral, the enforceability or priority of Lender’s Liens thereon or the amount that Lender would be likely to receive (after taking into account delays in the payment and estimated costs of enforcement) in the collection of the Accounts or liquidation of any of the Collateral; (ii) causes any collateral report or financial information delivered to Lender by any Person on behalf of any Obligor to be incomplete, inaccurate or misleading in any material respect; or (iii) creates or reasonably would be expected to create or result in a Default or Event of Default. In exercising such judgment, Lender may consider such factors already included in or tested by the definitions of Eligible Accounts or Eligible Inventory, as well as any of the following: (a) the financial and business climate of Borrowers’ industry, to the extent such climate would reasonably be expected to have an effect on Borrowers; (b) changes in collection history and dilution with respect to the Accounts; (c) changes in demand for, and pricing of, any Inventory; (d) material changes in any concentration risks with respect to Accounts or Inventory; and (e) any of the factors that would reasonably be expected to materially increase the credit risk of lending to any of Borrowers on the security of the Collateral. CWA — the Clean Water Act (33 U.S.C. §§ 1251 et seq.). Debt — as applied to a Person means, without duplication, all liabilities, obligations and indebtedness of such Person to any other Person, of any kind or nature, now or hereafter owing, arising, due or payable, howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise, consisting of indebtedness for Money Borrowed or the deferred purchase price of property, excluding trade payables, but including (i) Capitalized Lease Obligations and all obligations or liabilities created or arising under any conditional sale or other title ...
