Restricted Account. Subject to the terms of that certain Blocked Deposit Account Control Agreement dated on or about the Effective Date among Borrower, Citibank, N.A. (“Bank”) and Lender (the “Restricted Account Agreement”):
(A) Borrower shall establish at the Bank an account (the “Restricted Account”) in the name of Borrower for the sole and exclusive benefit of Lender;
(B) Borrower shall deposit, or cause to be deposited, within one (1) Business Day after receipt, all revenue generated by the Property into the Restricted Account;
(C) Funds on deposit in the Restricted Account shall be transferred on each Business Day to Borrower’s designated operating account, provided that if a Trigger Period (as hereinafter defined) exists, such funds instead shall be transferred on each Business Day to the Cash Management Account (as hereinafter defined); and
(D) Until deposited into the Restricted Account, any revenue generated at or from the Property held by Borrower or its agents shall be deemed to be collateral for the Loan and shall be held in trust for the benefit, and as the property, of Lender pursuant to the Deed of Trust and shall not be commingled with any other funds or property of Borrower.
Restricted Account. Holder acknowledges that the Company will issue the Restricted Stock covered by this Agreement in the name of Holder; provided, however, such Restricted Stock shall be held in an uncertificated restricted account in the custody of the Company and shall be subject to the terms of this Agreement. Holder further acknowledges that the Restricted Stock shall be held in the Company’s custody until the restrictions lapse. Holder’s acceptance of this Agreement constitutes an irrevocable endorsement of a stock power to the Company in the event any or all of the Restricted Stock is forfeited. In the event of forfeiture, the forfeited shares of Restricted Stock shall be returned to the Company.
Restricted Account. (i) The Guarantor shall maintain the Restricted Account pursuant to the Restricted Cash Account Agreement and the Security Agreement and in accordance with the following terms:
(A) at all times the minimum balance in the Restricted Account shall be equal to no less than the Aggregate Principal Amount plus $1,000,000 (the “Minimum Balance”);
(B) except as provided in the Restricted Cash Account Agreement, the Guarantor shall not have the right to withdraw, require delivery of, assign or otherwise take possession of, or exercise rights in respect of, the Restricted Account or the Restricted Account Collateral so long as any of the Obligations have not been satisfied in full or the Administrative Agent or any of the Lenders have any obligation under this Agreement or the other Credit Documents and the Administrative Agent is irrevocably authorized and directed to apply the Restricted Account Collateral in full or partial payment of the Obligations upon the occurrence and during the continuance of an Event of Default; and
(C) shall not be required to refund or return any of the funds deposited into the Restricted Account (to the extent required to do so hereunder or otherwise) to any party or bank account located outside of Canada and ############# will only accept Restricted Account Collateral from a wire transfer originating from a Canadian domiciled account;
(ii) If, on any day, the Minimum Balance is not credited to the Restricted Account, the Guarantor will promptly, and in any event within five Business Days, either prepay the Obligations or deposit additional funds in the Restricted Account, in each case, in an amount to cure the Minimum Balance deficiency;
(iii) The Guarantor shall from time to time take such actions as may be necessary or advisable in order to preserve the rights of the Administrative Agent under the Security Agreement. Without limiting the generality of the foregoing, the Guarantor shall execute any documents, filing statements, agreements and instruments, and take all further action that may be required under Applicable Law, or that the Administrative Agent may reasonably request, in order to effectuate the execution, delivery and performance by the Guarantor of the Security Agreement and the transactions contemplated thereby and in order to grant, preserve, protect and perfect the validity and first priority of the Liens created or intended to be created by the Security Agreement. Such Liens will be created under the Security Agree...
Restricted Account. Lender shall establish on its books a demand deposit account for Borrowers into which Borrowers may deposit funds. Withdrawals from the Restricted Account may only be made on five (5) Business Days' prior written notice to Lender, and will be permitted only to the extent that any such withdrawal, in whole or in part, will not cause the principal amount of the Loan to exceed the Borrowing Base. Lender shall, at all times, retain its right of setoff against the Restricted Account.
Restricted Account. (a) Promptly after the commencement of a Trigger Event Period, Borrower shall establish an account (the "Restricted Account") with Xxxxx Fargo Bank, National Association or its successors (the "Restricted Account Bank") in trust for the benefit of Lender in accordance with an agreement among Borrower, Lender, and the Restricted Account Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (the "Deposit Account Control Agreement"). The Restricted Account shall be under the sole dominion and control of Lender. Lender and its servicer shall have the sole right to make withdrawals from the Restricted Account. All actual, documented costs and expenses for establishing and maintaining the Restricted Account shall be paid by Borrower. Borrower shall ensure that the Restricted Account is open and active, and available to receive funds, promptly upon Borrower's and Restricted Account Bank's receipt of a Cash Management Activation Notice (as hereinafter defined).
(b) On the date hereof, Borrower shall deliver to Lender, and Lender will hold in escrow until the occurrence of a Cash Management Trigger Event Period, a form notification executed by Borrower (the "Tenant Direction Letter"), which shall irrevocably notify and direct all tenants under the Leases or any Manager, as applicable, that upon receipt of such Tenant Direction Letter, all Rents and Profits or other amounts due under any Leases, shall be delivered directly to the Restricted Account. Borrower authorizes Lender to, upon the first occurrence of a Trigger Event Period, deliver the Tenant Direction Letter to all Tenants and/or Manager (as applicable), and Borrower agrees to deliver such Tenant Direction Letter to all Tenants if required by Lender, and shall otherwise cause all Rents and Profits to be delivered directly to the Restricted Account. Notwithstanding anything to the contrary contained herein or in any other Loan Documents, in the event Borrower or any Manager shall receive any amounts constituting Rents and Profits during a Trigger Event Period, Borrower shall, and shall cause such Manager to, deposit all such amounts received by Borrower or the Manager into the Restricted Account within one (1) Business Day after receipt thereof.
(c) Borrower shall obtain from Restricted Account Bank its agreement to transfer, from and after such time as the Restricted Account Bank has received a Cash Management Activation Notice (as hereinafter defined) an...
Restricted Account. 5960 Section 4.2
Restricted Account. Concurrently with the Closing, the Purchasers shall deposit $500,000 of the Purchase Price (the “Restricted Account Funds”) directly into a separately numbered account (the “Restricted Account”), in accordance with Schedule 4.24 hereto, to be held apart from the balance of the Purchase Price. While the Restricted Account Funds are held in the Restricted Account, the Company may not access or otherwise use the Restricted Account Funds for any purpose. The Restricted Account Funds may be released from the Restricted Account upon the approval of the Board of Directors. Once validly released from the Restricted Account, the Restricted Account Funds may be used by the Company for general corporate purposes and working capital, subject to the limitations contained in Section 4.6. For the avoidance of doubt, after the Closing and while the Restricted Account Funds are held by the Company in the Restricted Account, the Restricted Account Funds shall be regarded as cash on the Company’s balance sheet, and shall not be considered a liability to the Purchasers and the Purchasers shall have no right whatsoever to receive any portion of the Restricted Account Funds.
Restricted Account. (a) In order to secure Niobe’s obligation hereunder, as soon as practicable, and in no event later than ten (10) Business Days from the date hereof, Niobe shall deliver certificate(s) representing an aggregate of 4,750,000 shares of Common Stock (the “Restricted Shares”), together with any other documentation required, to the Company’s Stock Transfer Agent, to be deposited in a restricted account to facilitate the purchase and transfer to the Company of the Niobe Share Portion as of each Conversion Date, if any.
(i) Any Restricted Shares remaining in the restricted account shall be released to Niobe without restriction on the earliest to occur of: (i) February 28, 2023, or (ii) the date on which no Notes remaining outstanding.
(b) Niobe agrees that it shall not sell, assign, pledge or otherwise encumber any of the Restricted Shares.
(c) Niobe shall retain all voting rights with respect to the Restricted Shares, prior to any sale to the Company.
(d) In the event that the Company and Niobe are unable to effect the deposit of the Restricted Shares as contemplated by subsection (a) above within the specified period, the parties will engage an escrow agent to deposit the Restricted Shares with to effect the purpose and intent of this Agreement.
Restricted Account. Lender acknowledges and agrees that the Loss Reserve Account shall be a restricted account to be used solely for the purposes described in this Agreement. Lender further agrees that it shall not, and has no right, pursuant to this Agreement or otherwise, to withdraw, release, assign or otherwise transfer any funds, accrued interest, or other amounts or assets contained in the Loss Reserve Account (any of the foregoing, “Loss Reserve Account Assets”) for any purpose or to pay any funds or other amounts from the Loss Reserve Account to Lender or to any other Person except as and to the extent specifically authorized by this Article 6. Except with respect to withdrawals, releases, and payments specifically authorized by this Agreement, Lender further acknowledges and agrees that it shall not transfer, assign or grant any control over the Loss Reserve Account or any Loss Reserve Account Assets to any other financial institution or other Person without the prior written consent of FMC. In the event that Lender desires to request such consent of FMC, Lender acknowledges and agrees that FMC shall be entitled to require that an agreement among FMC, Lender and such other Person regarding deposits, withdrawals, procedures and other matters with respect to the Loss Reserve Account and this Agreement be entered into prior to any such movement or transfer of the Loss Reserve Account or any Loss Reserve Account Assets, such agreement to be reasonably satisfactory to FMC.
Restricted Account. Promptly upon the Borrower’s receipt of the Second PBC Digital Loan and the PBC Macquarie Loan, the Borrower shall establish a Restricted Account with Lydian and enter into a Restricted Account Control Agreement, which fully executed agreement shall promptly be delivered to the Administrative Agent and the Lenders.
