Common use of Control of Accounts Clause in Contracts

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.

Appears in 5 contracts

Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.)

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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 Account 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.

Appears in 4 contracts

Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (Adesa California, LLC)

Control of Accounts. The Agent may (with written notice to the Purchaser AgentsControl Party) and shall (at the direction of the Majority PurchasersControl Party) following any Termination Event (or an Unmatured Termination Event of the type described in paragraph PARAGRAPH (g) of Exhibit EXHIBIT V) at any time give notice to any Deposit Account 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 PurchasersControl Party) 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 PurchasersControl Party) at any time takes any action set forth in the preceding sentence, the Agent (or such other party designated by the Majority PurchasersControl Party) 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 Control Party 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 Control Party and held by the Agent (or such other party designated by the Majority PurchasersControl Party) for the benefit of the Secured Parties.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Adesa Inc), Receivables Purchase Agreement (Adesa Inc)

Control of Accounts. The Agent may (with written notice to the Purchaser AgentsControl Party) and shall (at the direction of the Majority PurchasersControl Party) 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 Account 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 PurchasersControl Party) 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 PurchasersControl Party) at any time takes any action set forth in the preceding sentence, the Agent (or such other party designated by the Majority PurchasersControl Party) 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 Control Party 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 Control Party and held by the Agent (or such other party designated by the Majority PurchasersControl Party) for the benefit of the Secured Parties.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (Adesa Inc)

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Control of Accounts. The Agent may (with written notice to the Purchaser AgentsControl Party) and shall (at the direction of the Majority PurchasersControl Party) following any Termination Event (or an Unmatured Termination Event of the type described in paragraph PARAGRAPH (gG) of Exhibit EXHIBIT V) at any time give notice to any Deposit Account 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 PurchasersControl Party) 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 PurchasersControl Party) at any time takes any action set forth in the preceding sentence, the Agent (or such other party designated by the Majority PurchasersControl Party) 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 Control Party 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 Control Party and held by the Agent (or such other party designated by the Majority PurchasersControl Party) for the benefit of the Secured Parties.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Adesa Inc)

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