Control of Accounts. The Agent may (with written notice to the Purchaser Agents) and shall (at the direction of the Majority Purchasers) following any Termination Event (or an Unmatured Termination Event of the type described in paragraph (g) of Exhibit V) at any time give notice to any Deposit Bank that the Agent is exercising its rights under the applicable Deposit Account Agreement to do any or all of the following: (i) to have the exclusive ownership and control of such Deposit Account transferred to the Agent (or such other party designated by the Majority Purchasers) and to exercise exclusive dominion and control over the funds deposited therein and (ii) to take any or all other actions permitted under the applicable Deposit Account Agreement. The Seller hereby agrees that if the Agent (or such other party designated by the Majority Purchasers) at any time takes any action set forth in the preceding sentence, the Agent (or such other party designated by the Majority Purchasers) shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Majority Purchasers may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller, the Servicer or AFC (as Servicer or otherwise), thereafter shall be sent immediately to an account designated by the Majority Purchasers and held by the Agent (or such other party designated by the Majority Purchasers) for the benefit of the Secured Parties.
Control of Accounts. The Agent may at any time following the occurrence and during the continuance of a Termination Event or Unmatured Termination Event give notice to any or all of the Lock-Box Banks and Collection Account Banks that the Agent is exercising its rights under the Lock-Box Agreements, Collection Account Agreements and/or Account Pledge Agreements to do any or all of the following: (i) to have the exclusive ownership and control of the Lock-Box Accounts and/or the Collection Accounts, as the case may be, transferred to the Agent, to the extent provided in the related Lock-Box Agreement and/or Collection Account Agreement, as applicable, (ii) to have the proceeds that are sent to the respective Lock-Box Accounts and/or Collection Accounts, as the case may be, be redirected pursuant to its instructions rather than deposited in the applicable Lock-Box Account and/or Collection Account, as the case may be, and (iii) to take any or all other actions permitted under the applicable Lock-Box Agreement and/or Collection Account Agreement. Each Seller hereby agrees that if the Agent at any time takes any action set forth in the preceding sentence, the Agent shall have exclusive control of the proceeds (including Collections) of all Pool Receivables, and each Seller hereby further agrees to take any other action that the Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by a Seller or Servicer, thereafter shall be sent immediately to the Agent. The parties hereto hereby acknowledge that if at any time the Agent takes control of any Lock-Box Account or Collection Account, the Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Agent, the Purchaser or any other Person hereunder and any such funds shall be distributed by the Agent in accordance with the provisions set forth in Section 1.6.
Control of Accounts. Notwithstanding anything to the contrary contained herein, the Issuer agrees that each Account will be established only with an Eligible Institution which agrees substantially as follows: (i) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee, and as provided for in, and consistent with, Section 5 of the Control Agreement, the Paying Agent, without further consent by the Servicer, (ii) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee (or the Paying Agent as provided for in clause (i) above), (iii) all Account Collateral delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account, (iv) it will treat all Account Collateral as Financial Assets and (v) all Account Collateral will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution's customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control.
Control of Accounts. (a) The Blocked Account shall be a blocked account as provided in the Debenture and in this Agreement. The Borrower shall not have any right or authority to unilaterally withdraw any funds from the Blocked Account without the written authorisation of the Security Agent, to the Account Bank.
Control of Accounts. (a) At all times, unless an Accounts Control Event shall have occurred and be continuing:
Control of Accounts. Depository Bank will comply with all instructions it receives from Lender directing disposition of funds in the Accounts without further consent of Borrower. Until Depository Bank receives a notice from Lender that it is exercising control over the Accounts (“Notice of Control”), Borrower also may withdraw funds and otherwise deal with the Accounts as the owner, and Depository Bank may honor all of Borrower’s instructions with respect to the Accounts without further consent of Lender. Lender will only issue a Notice of Control after the occurrence of an Event of Default (as defined in the Note). After Depository Bank receives a Notice of Control from Lender, neither Borrower nor any other person or entity through or under Borrower shall have any control over the use of, or any right to withdraw any amount from, the Accounts, and Depository Bank will thereafter comply only with instructions originated by Lender directing disposition of funds in the Accounts without any consent of Borrower. Depository Bank has not and will not agree with any third party to comply with instructions or other directions concerning the Accounts or the disposition of funds in the Accounts originated by such third party without the prior written consent of Lender and Borrower. In the event of a conflict between this Agreement and any other agreement between Depository Bank and Borrower, the terms of this Agreement will prevail. There is no minimum required balance for the Accounts.
Control of Accounts. Upon the occurrence of an Event of Default: (i) the Lenders shall have the right at any time and from time to time, without notice, to notify account debtors of the Borrower to make payments to the Lenders; to endorse all items of payment which may come into its hands payable to the Borrower; to take control of any cash or non-cash proceeds of accounts and of any returned or repossessed goods; to compromise, extend or renew any account or deal with it as it may deem advisable; to make exchanges, substitutions or surrenders of Collateral and to notify the postal authorities, after an Event of Default, to deliver all mail, correspondence or parcels addressed to the Borrower to the Lenders at such address as the Lenders may choose; and (ii) Borrower herewith appoints each of the Lenders or their designees as attorney-in-fact to endorse the Borrower's name on any checks, notes, acceptances, drafts or any other instrument or document requiring said endorsement and to sign the Borrower's name on any invoice or bills of lading relating to any account, or drafts against its customers, or schedules or confirmatory assignment on accounts, or notices of assignment, financing statements under the UCC, and other public records, and in verification of accounts and in notices to account debtors.
Control of Accounts. The Administrative Agent shall have the right at any time after a Transaction Account Control Event has occurred to assume control, or direct the Collateral Agent to assume control, over the Lockbox Account and the Collection Account, and direct the bank maintaining the Lockbox Account and the Collection Account to transfer the funds in the Lockbox Account and the Collection Account to an account designated by the Administrative Agent. The Seller and the Servicer shall cooperate fully with the Administrative Agent in effecting any such transfer of control.
Control of Accounts. The term “account” as used in this Agreement shall mean any account in which the premiums for Colonial Life products are employer paid or are paid by payroll deduction, or any account in which a group of persons is insured under a master policy which is issued to the employer to cover its employees or to an association to cover its members, or an account in which the employer or association provides solicitation privileges, but the employees or members pay Colonial Life directly or otherwise. All of these accounts are considered to be accounts of Colonial Life and not of the SR, and SR shall have no property rights therein. Colonial Life reserves the exclusive right to control the coding of these accounts to SR or to any other person at any time and for any purpose. Colonial Life may remove SR from an account at any time and for any reason. If SR transacts business in an account coded to another person, Colonial Life shall have the right to refuse to pay SR any commissions on any such business transacted. Colonial Life shall not be bound by the terms of any agreement between the SR and one or more other persons concerning the opening, servicing, soliciting, enrollment, or coordination of accounts. No such agreement shall in any way encumber Colonial Life’s rights to control the coding of accounts to SR or to any other person at any time and for any purpose.
Control of Accounts. (a) Each Obligor hereby irrevocably directs, and the Trustee hereby agrees, that the Trustee, in its capacity as a “bank” (as defined in Section 9-102(a)(8)) or “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC), as applicable, will comply with all instructions and orders originated by Required Secured Parties, including “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC), regarding each Account established and maintained by the Trustee without the further consent of such Obligor or any other Person; provided, however, that the Trustee may apply funds in the Debt Service Reserve Account to pay unpaid Debt Service pursuant to and in accordance with the written directions of the Required Secured Parties in accordance with the terms herein.
