Processing operations The personal data transferred will be subject to the following basic processing activities (please specify):
Co-operation Each Party acknowledges that this ESA must be approved by the Department and agree that they shall use Commercially Reasonable efforts to cooperate in seeking to secure such approval.
Lockbox Borrower must immediately notify all persons who are obligated on accounts generated by the Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether an account is an Eligible Account under this Agreement (such accounts, "Debtor Accounts" and such persons, collectively, a "Debtor") to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the "Lockbox Account"). The remit to address on all documents related to the Debtor Accounts, including invoices, purchase orders, or contracts ("Documents") must be the Lockbox Account. At Crestmark's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Debtor will be paid by Borrower. Borrower shall not be required to deposit payments received with respect to COD sales or accounts that are not Debtor Accounts into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of a Debtor Account, whether derived in the ordinary course of business or not, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall within two business days deposit such funds in the Lockbox Account. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.
Lockbox Account Each Obligor has been, or will be, directed to make all payments on their related Receivable to the Lockbox Account.
Direct Operation System Agency may temporarily assume operations of a Grantee’s program or programs funded under this Contract when the continued operation of the program by ▇▇▇▇▇▇▇ puts, at risk, the health or safety of clients and/or participants served by Grantee.