Common use of Control of Accounts Clause in Contracts

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. The Agent (a) At all times, unless an Accounts Control Event shall have occurred and be continuing: (i) each Borrower and, in the case of the Guarantor Equity Account, the Guarantor, subject to Clause 26.2(b), shall be free to deposit, invest (and to vary or redeem such investment) and withdraw moneys from its Accounts in each case, in accordance with this Agreement; (ii) neither the Security Trustee, the Accounts Bank or, if applicable, the Operating Accounts Bank, except as expressly provided in this Agreement, shall: (A) have any duty to monitor any such deposit, investment or withdrawal; (B) be required to consider whether any such deposit, investment or withdrawal was made in accordance with this Agreement; (C) have any right to take any action (including initiating or joining in any proceeding) to disburse the amount standing to the credit of any Account from any Account or to approve, limit, impede, prohibit, restrict, dispute or condition any such withdrawal, transfer, application or payment of any amount to or from any Account or other exercise by any Obligor of its rights under this Agreement (and shall decline to pursue or use any right it may at have to do so), unless, in each such case, it is subject to a binding order issued by a court in the jurisdiction where the Accounts are established and maintained, requiring it to do so; or (D) be under any time following duty to give any Account and any fund held thereby any greater degree of care than it gives its own similar assets. (b) Upon the occurrence and during the continuance of an Accounts Control Event, each Obligor no longer shall be entitled to make any withdrawals, payments or transfers from any of their Accounts and the Security Trustee shall assume exclusive control of all such Accounts. (c) If the Security Trustee assumes exclusive control of any Accounts as provided in this Clause 26.2, it shall deliver a Termination Event or Unmatured Termination Event give notice (the “Account Control Notice”) to any or all the relevant Borrower or, in the case of the Lock-Box Banks and Collection Account Banks that Guarantor Equity Account, the Agent is exercising its rights under Guarantor and, in each case, the Lock-Box AgreementsAccounts Bank and/or, 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 if applicable, (ii) the Operating Accounts Bank, stating its intention 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 so assume exclusive control of the proceeds (including Collections) of all Pool Receivablesrelevant Accounts, the date and each Seller hereby further agrees time from which it shall assume such control and the Accounts Control Event that has given it the right 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 . (d) If the Agent. The parties hereto hereby acknowledge that if at any time the Agent takes Security Trustee assumes exclusive 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 this Clause 26.2, it shall from the provisions set forth date specified in Section 1.6the Account Control Notice: (i) make payments from the relevant Borrower’s Collection Account to give effect to the priority established in the Cash Waterfall for such Borrower; and (ii) if there are insufficient funds in the relevant Borrower’s Collection Account to make any payment required in accordance with such Borrower’s Cash Waterfall or otherwise by such Borrower, be permitted to liquidate any Permitted Investment (without regard to maturity) and to draw on any Acceptable Letter of Credit in order to make any application required in accordance with such Cash Waterfall or to make any such other payment of such Borrower. (e) In furtherance, and not in limitation, of any other indemnity or limitation of liability with respect to the Security Trustee contained in this Agreement or in any other Finance Document, the Security Trustee shall not be liable for the selection of any Permitted Investments or any losses suffered by any Obligor, including losses due to early liquidation or market risk, that are a result of the Security Trustee’s exercise of its authority under Clause 26.2(d).

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 each Lock-Box Banks Bank and the Collection Account Banks Bank that the Agent is exercising its rights under the Lock-Box Agreements, Agreements and the Collection Account Agreements and/or Account Pledge Agreements Agreement 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 AccountsAccount, as the case may be, transferred to the Agent, to the extent provided in the related Lock-Box Agreement and/or the Collection Account Agreement, as applicable, (ii) to have the proceeds that are sent to the respective Lock-Box Accounts and/or the Collection AccountsAccount, as the case may be, be redirected pursuant to its instructions rather than deposited in the applicable Lock-Box Account and/or the 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 and the Collection Account Agreement. Each The 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, Receivables and each the 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 the Seller or the 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 and/or the 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 1.6SECTION 1.4.

Control of Accounts. The Agent (a) At all times, unless an Accounts Control Event shall have occurred and be continuing: (i) each Borrower and, in the case of the Guarantor Equity Account, the Guarantor, subject to Clause 26.8(b), shall be free to deposit, invest (and to vary or redeem such investment) and withdraw moneys from its Accounts in each case, in accordance with this Agreement; (ii) neither the Security Trustee, the Accounts Bank or, if applicable, the Operating Accounts Bank, except as expressly provided in this Agreement, shall: (A) have any duty to monitor any such deposit, investment or withdrawal; (B) be required to consider whether any such deposit, investment or withdrawal was made in accordance with this Agreement; (C) have any right to take any action (including initiating or joining in any proceeding) to disburse the amount standing to the credit of any Account from any Account or to approve, limit, impede, prohibit, restrict, dispute or condition any such withdrawal, transfer, application or payment of any amount to or from any Account or other exercise by any Obligor of its rights under this Agreement (and shall decline to pursue or use any right it may at have to do so), unless, in each such case, it is subject to a binding order issued by a court in the jurisdiction where the Accounts are established and maintained, requiring it to do so; or (D) be under any time following duty to give any Account and any fund held thereby any greater degree of care than it gives its own similar assets. (b) Upon the occurrence and during the continuance of an Accounts Control Event, each Obligor no longer shall be entitled to make any withdrawals, payments or transfers from any of their Accounts and the Security Trustee shall assume exclusive control of all such Accounts. (c) If the Security Trustee assumes exclusive control of any Accounts as provided in this Clause 26.2, it shall deliver a Termination Event or Unmatured Termination Event give notice (the “Account Control Notice”) to any or all the relevant Borrower or, in the case of the Lock-Box Banks and Collection Account Banks that Guarantor Equity Account, the Agent is exercising its rights under Guarantor and, in each case, the Lock-Box AgreementsAccounts Bank and/or, 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 if applicable, (ii) the Operating Accounts Bank, stating its intention 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 so assume exclusive control of the proceeds (including Collections) of all Pool Receivablesrelevant Accounts, the date and each Seller hereby further agrees time from which it shall assume such control and the Accounts Control Event that has given it the right 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 . (d) If the Agent. The parties hereto hereby acknowledge that if at any time the Agent takes Security Trustee assumes exclusive 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 this Clause 26.2, it shall from the provisions set forth date specified in Section 1.6the Account Control Notice: (i) make payments from the relevant Borrower’s Collection Account to give effect to the priority established in the Cash Waterfall for such Borrower; and (ii) if there are insufficient funds in the relevant Borrower’s Collection Account to make any payment required in accordance with such Borrower’s Cash Waterfall or otherwise by such Borrower, be permitted to liquidate any Permitted Investment (without regard to maturity) and to draw on any Acceptable Letter of Credit in order to make any application required in accordance with such Cash Waterfall or to make any such other payment of such Borrower. (e) In furtherance, and not in limitation, of any other indemnity or limitation of liability with respect to the Security Trustee contained in this Agreement or in any other Finance Document, the Security Trustee shall not be liable for the selection of any Permitted Investments or any losses suffered by any Obligor, including losses due to early liquidation or market risk, that are a result of the Security Trustee’s exercise of its authority under Clause 26.2(d).

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 each Lock-Box Banks Bank and the Collection Account Banks Bank that the Agent is exercising its rights under the Lock-Box Agreements, Agreements and the Collection Account Agreements and/or Account Pledge Agreements Agreement 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 AccountsAccount, as the case may be, transferred to the Agent, to the extent provided in the related Lock-Box Agreement and/or the Collection Account Agreement, as applicable, (ii) to have the proceeds that are sent to the respective Lock-Box Accounts and/or the Collection AccountsAccount, as the case may be, be redirected pursuant to its instructions rather than deposited in the applicable Lock-Box Account and/or the 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 and the Collection Account Agreement. Each The 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, Receivables and each the 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 the Seller or the 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 and/or the 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. 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 each Lock-Box Banks Bank and the Collection Account Banks Bank that the Agent is exercising its rights under the Lock-Box Agreements, Agreements and the Collection Account Agreements and/or Account Pledge Agreements Agreement 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 AccountsAccount, as the case may be, transferred to the Agent, to the extent provided in the related Lock-Box Agreement and/or the Collection Account Agreement, as applicable, (ii) to have the proceeds that are sent to the respective Lock-Box Accounts and/or the Collection AccountsAccount, as the case may be, be redirected pursuant to its instructions rather than deposited in the applicable Lock-Box Account and/or the 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 and the Collection Account Agreement. Each The 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, Receivables and each the 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 the Seller or the 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 and/or the 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 1.61.4.

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, Account Pledge 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, Account Pledge Agreement and/or Collection Account Agreement. Each The 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 the 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 the Seller or a 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. The Agent Administrator 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 each Lock-Box Banks and Collection Account Banks Bank that the Agent Administrator 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 AgentAdministrator, 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 The Seller hereby agrees that if the Agent Administrator at any time takes any action set forth in the preceding sentence, the Agent Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables, Receivables and each the Seller hereby further agrees to take any other action that the Agent Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by a the Seller or the Servicer, thereafter shall be sent immediately to the AgentAdministrator. The parties hereto hereby acknowledge that if at any time the Agent Administrator takes control of any Lock-Box Account or Collection Account, the Agent Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the AgentAdministrator, the Purchaser Issuer or any other Person hereunder and any such funds shall be distributed by the Agent Administrator in accordance with the provisions set forth in Section 1.61.4.

Control of Accounts. The Agent may Trustee shall possess all right, title ------------------- and interest in all funds on deposit from time to time in the Accounts (other than the Certificate Distribution Account) and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Account Property and the Trust Estate. If, at any time following time, any Account ceases to be an Eligible Account, the occurrence and during Trustee (or the continuance of a Termination Event Servicer on its behalf) shall within 10 Business Days (or Unmatured Termination Event give notice such longer period, not to any or all of the Lock-Box Banks and Collection Account Banks that the Agent is exercising its rights under the Lock-Box Agreementsexceed 30 calendar days, Collection Account Agreements and/or Account Pledge Agreements as to do any or all of the following: which each Rating Agency may consent) (i) to have the exclusive ownership and control of the Lock-Box Accounts and/or the Collection Accounts, establish a new Account 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 applicablean Eligible Account, (ii) to have terminate 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 ineligible Account, as the case may be, and (iii) transfer any cash and investments from such ineligible Account to take any or all such new Account. With respect to the Accounts (other actions permitted under than 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 sentenceCertificate Distribution Account), the Agent Trustee agrees, by its acceptance hereof, that each such Account shall have be subject to the sole and exclusive custody and control of the Trustee for the benefit of the Certificateholders, and the Trustee shall have sole signature and withdrawal authority with respect thereto. Subject to rights of the Trustee hereunder, the Trustee shall possess all right, title and interest for the benefit of the Certificateholders in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof (including Collectionsall income thereon) and all such funds, investments, proceeds and income shall be part of all Pool Receivablesthe Trust Account Property and the Trust Estate. Subject to the rights of the Trustee, the Trustee agrees, by its acceptance hereof, that the Certificate Distribution Account shall be subject to the sole and exclusive custody and control of the Trustee for the benefit of the Trust and the parties entitled to distributions therefrom, including without limitation, the Certificateholders, 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 Trustee shall be sent immediately have sole signature and withdrawal authority with respect to the Agent. The parties hereto hereby acknowledge that if at any time the Agent takes control of any Lock-Box Account or Collection Certificate Distribution 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. The Agent may at any time following (i) a “Cash Dominion Triggering Event” under and as defined in the occurrence Senior Credit Agreement has occurred and during is continuing, (ii) the continuance of Excess Availability Event has occurred and is continuing for five (5) consecutive days or (iii) a Termination Event or Unmatured Termination Event has occurred and is continuing (each of the events set forth in the forgoing clauses shall constitute a “Dominion Triggering Event”), in each case, 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, Agreements and/or Collection Account Agreements and/or Account Pledge Agreements to do any or all of the following: (iA) 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, (iiB) 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, be and (iiiC) to take any or all other actions permitted under the applicable Lock-Box Agreement and/or Collection Account AgreementAgreement (each of the actions set forth in the forgoing clauses shall constitute a “Dominion Action”); provided, however: (i) to the extent that a Dominion Triggering Event has occurred due solely to clause (i) above, if the Senior Credit Agreement Agent has informed the Agent in writing that such Dominion Triggering Event no longer exists, such Dominion Triggering Event shall no longer be deemed to exist or be continuing under this Agreement until such time, if any, as a further Dominion Triggering Event under such clause shall have occurred; (ii) to the extent that a Dominion Triggering Event has occurred due solely to clause (ii) above, if the Excess Availability Event thereafter ceases to be continuing for sixty (60) consecutive days, upon written notice thereof by the Seller or the Servicer to the Agent, such Dominion Triggering Event shall no longer be deemed to exist or be continuing under this Agreement until such time, if any, as a further Dominion Triggering Event under such clause shall have occurred; and (iii) to the extent that a Dominion Triggering Event has occurred due solely to clause (iii) above, if thereafter no Termination Event or Unmatured Termination Event has occurred and is continuing for sixty (60) consecutive days, upon written notice thereof by the Seller or the Servicer to the Agent, such Dominion Triggering Event shall no longer be deemed to exist or be continuing under this Agreement until such time, if any, as a further Dominion Triggering Event under such clause shall have occurred (each of the events set forth in the forgoing clauses shall constitute a “Dominion Cure Event”). Each In the event that no Dominion Triggering Event is then continuing as a result of the occurrence of one or more Dominion Cure Events, the Agent shall promptly cease taking any further Dominion Actions pursuant to this clause (d), until the occurrence, if any, of any future Dominion Triggering Event hereunder; provided, however, that the Agent shall be fully protected and shall have no obligation or liability to the Seller, the Servicer or any other Person for any Dominion Action taken by or on behalf of the Agent in good faith pursuant to this clause (d) or otherwise in accordance with this Agreement at any time following the occurrence of any Dominion Triggering Event and prior to the occurrence of the related Dominion Cure Event. The Seller hereby agrees that if the Agent at any time takes any action set forth in the preceding sentenceDominion Action, the Agent shall have exclusive control of the proceeds (including Collections) of all Pool Receivables, and each the 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 the 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. 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, Account Pledge 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, Account Pledge 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.