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.
(b) If an Event of Default has occurred and is continuing, the Security Agent may provide written notice to the Borrower and the relevant Account Bank that withdrawals and transfers from any Operating Account are suspended and the account is blocked (the “Account Suspension Notice”). If, after the Security Agent has provided such Account Suspension Notice, no Event of Default is continuing, the Security Agent shall, at the request of the Borrower, promptly provide written notice to the Borrower and the relevant Account Bank to confirm that withdrawals and transfers from the relevant Operating Account are resumed (the “Account Activation Notice”). For the avoidance of doubt, nothing in this paragraph (b) (of itself) shall be deemed to constitute a waiver of any Event of Default or any Default.
Control of Accounts. On or before the date 45 days after the Fifth Amendment Effective Date (or such later date as the Domestic Collateral Agent shall agree in its reasonable discretion), execute and deliver customary account control agreements, in form and substance reasonably satisfactory to the applicable Collateral Agent, with respect to all deposit accounts and all securities accounts of GGC and the other Domestic Loan Parties, it being understood that nothing in this Section 7.19 shall limit or otherwise affect the obligations of GGC and the other Domestic Loan Parties pursuant to Section 5(e) of the Domestic Security Agreement.
(v) A new Section 7.20 of the Credit Agreement is hereby added, as follows:
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
Control of Accounts. (A) Upon an Event of Default, Bank shall have the right at any time and from time to time, without notice, to notify Account Debtors to make payments to Bank, to endorse all items of payment which may come into its hands payable to an Obligor, 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, and to make exchanges, substitutions or surrenders of Collateral and to notify the postal authorities to deliver all mail, correspondence or parcels addressed to an Obligor to Bank at such address as Bank may choose.
(B) The Obligors herewith appoint Bank or its designee as Attorney-in-Fact to endorse the Obligors' names on any checks, notes, acceptances, drafts or any other Instrument or document requiring said endorsement and to sign the Obligors' names 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 Uniform Commercial Code, and other public records, and in verification of Accounts and in notices to Account Debtors; provided, however, that Bank shall not exercise any rights pursuant to its appointment as Attorney-in-Fact under this Section 6.10(B) until the occurrence of an Event of Default. Bank shall have no obligation to preserve any rights against any Person obligated on any Account, Chattel Paper, Instrument or other item of Collateral.
Control of Accounts. The Administrative Agent shall have the right at any time after a Transaction Account Control Event has occurred to assume exclusive control over each Lockbox in the name of the Originator. The Originator shall cooperate fully with the Administrative Agent in effecting any such transfer of exclusive control.
Control of Accounts. (i) the Secured Party shall have the right at any time and from time to time, without notice, to notify account debtors of the Debtor to make payments to the Secured Party; to endorse all items of payment which may come into its hands payable to the Debtor; 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 to deliver all mail, correspondence or parcels addressed to the Debtor to the Secured Party at such address as the Secured Party may designate; and (ii) the Debtor hereby appoints each of the Secured Party or its designee as attorney-in-fact to endorse the Debtor's name on any checks, notes, acceptances, drafts or any other instrument or document requiring said endorsement and to sign the Debtor'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.
