Eligible Account. 13 ERISA ......................................................................................13
Eligible Account. Until such time as the Financial Institution receives a Notice of Sole Control signed by the Secured Party, the Grantor shall direct, to the extent permitted by the Indenture, the Financial Institution with respect to the selection of investments to be made for the credit of a Collateral Account if it is a securities account, and after the Financial Institution receives a Notice of Sole Control signed by the Secured Party, the Secured Party shall direct, to the extent permitted by the Indenture, the Financial Institution with respect to the selection of investments to be made for the credit of a Collateral Account if it is a securities account; provided, however, that the Financial Institution shall not honor any instruction from such Person to purchase any investments other than Permitted Investments.
Eligible Account. Eligible Account" shall mean an Account (as hereinafter defined) arising in the ordinary course of Debtor's business which meets each of the following requirements:
Eligible Account a separate and identifiable account from all other funds held by the holding institution that is either (i) an account or accounts (A) maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (B) as to which Lender has received a Rating Comfort Letter from each of the applicable Rating Agencies with respect to holding funds in such account, or (ii) a segregated trust account or accounts maintained with the corporate trust department of a federal depository institution or state chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations §9.10(b), having in either case corporate trust powers, acting in its fiduciary capacity, and a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authorities. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.
Eligible Account. For the purposes of this Agreement, an "Eligible ---------------- Account" shall mean an Account (as defined in Article 9 of the Oklahoma Uniform Commercial Code) which meets the following standards until the same is collected in full:
(a) The Account is owned by and payable to Company and represents a sum of money (exclusive of interest, late charges or carrying charges) unconditionally due and owing to Company from an account debtor ("Account Debtor") thereof for services rendered or goods sold or leased by Company to such Account Debtor in the ordinary course of business and which services or goods have been accepted by the Account Debtor and do not remain unpaid for a period in excess of ninety (90) days beyond the earlier of the invoice date or the first due date of such Account and if the aggregate accounts of any one Account Debtor constitute more than twenty percent (20%) of the total accounts of the Company at any one time, the amount of all such accounts thereof in excess of twenty percent (20%) shall be deemed automatically ineligible for Borrowing Base purposes;
(b) The Account is not a contra account and is not otherwise subject to any dispute, set-off, recoupment, counterclaim or other claim which would reduce the amount to be paid by the Account Debtor to Company and the Account Debtor has not received or requested permission to pay the same in deferred installments;
(c) None of such Accounts shall result from the sale or lease of any goods held by Company on consignment including, without limitation, goods held on consignment for Usborne Publishing Limited ("Usborne");
(d) The Account Debtor is a Person (including a partnership of which all partners are residents of the continental United States of America) domiciled in, a resident of or duly organized under and in good standing pursuant to the laws of one of the states of the United States of America or the District of Columbia;
(e) The Account Debtor has not ceased business, made an assignment for the benefit of creditors or attempted to make a composition with its creditors and no trustee, receiver, liquidator, conservator, custodian or like officer has been appointed to take custody, possession or control of the Account Debtor or any substantial portion of the assets in general of such Account Debtor. The Account Debtor has not become or been adjudged to be insolvent, requested or consented to the appointment of any receiver, trustee, custodian, liquidator or like officer or become subj...
Eligible Account an Account arising in the ordinary course of Borrower’s business from the sale of goods or rendition of services which Agent, in its sole credit judgment, deems to be an Eligible Account. Without limiting the generality of the foregoing, no Account shall be an Eligible Account if:
Eligible Account. Either (i) an account or accounts maintained with a federal or state chartered depository institution or trust company acceptable to the Rating Agencies and the Controlling Insurer or (ii) an account or accounts the deposits in which are insured by the FDIC to the limits established by such corporation, provided that any such deposits not so insured shall be maintained in an account at a depository institution or trust company whose commercial paper or other short term debt obligations (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short term debt or deposit obligations of such holding company or depository institution, as the case may be) have been rated by each Rating Agency in its highest short-term rating category, or (iii) a segregated trust account or accounts (which shall be a “special deposit account”) maintained with the Indenture Trustee or any other federal or state chartered depository institution or trust company, acting in its fiduciary capacity, acceptable to the Indenture Trustee, the Rating Agencies and the Controlling Insurer. Eligible Accounts may bear interest.
Eligible Account an Account owing to a Borrower that arises in the Ordinary Course of Business from the sale of goods or rendition of services, is payable in Dollars and is deemed by Agent in its Permitted Discretion to be an Eligible Account; provided, that no Account shall be an Eligible Account if (a)(i) it is unpaid for more than 90 days after the original invoice date or (ii) has selling terms that exceed 90 days; (b) 50% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause (a)(i); (c) when aggregated with other Accounts owing by the Account Debtor, it exceeds 20% (or 50% in respect of Accounts for which Southern Xxxxxx’x Wine and Spirits, LLC is the Account Debtor) of the aggregate Accounts (or such higher percentage as Agent may establish in its Permitted Discretion for the Account Debtor from time to time), but only to the extent of such excess; (d) it does not conform with a covenant or representation herein; (e) it is owing by a creditor or supplier and is subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof); (f) an Insolvency Proceeding has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs, is not Solvent, or is subject to any country sanctions program or specially designated nationals list maintained by the Office of Foreign Assets Control of the U.S. Treasury Department; or the Borrowers are not able to bring suit or enforce remedies against the Account Debtor through judicial process; (g) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada, unless the Account is supported by (x) a letter of credit on terms reasonably satisfactory to Agent and (i) such letter of credit names Agent as beneficiary for the benefit of the Secured Parties or (ii) the issuer of such letter of credit has consented to the assignment of the proceeds thereof to Agent, or (y) credit insurance reasonably satisfactory in all respects to Agent; (h) it is owing by a Governmental Authority, unless the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Agent in compliance with the federal Assignment of Claims Act; (i) it is not subject to a duly perfe...
Eligible Account. Either (i) an account maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is a subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated A-1 by Standard & Poor’s and P-1 by Moody’s (and a comparable rating if another Rating Agency is specified by the Depositor by written notice to the Servicer) at the time any amounts are held on deposit therein, (ii) a trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity or (iii) any other account acceptable to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.
Eligible Account. Account or accounts (i) maintained with a depository institution the short term debt obligations of which are rated by each of the Rating Agencies in one of their two highest rating categories at the time of any deposit therein, (ii) the deposits of which are fully insured by the FDIC, or (iii) maintained in a parent, affiliate or subsidiary of the Company provided that such account satisfies the requirements of (i) or (ii) above.
