Restricted Account Clause Examples

Restricted Account. Borrower has established the depository account, bearing account number XXXXX00046 (“Restricted Account”), with MUFG Union Bank, N.A., in its capacity as depository bank (“MUFG”). As an additional security for the Obligations, Borrower hereby grants to Agent a first priority perfected security interest in the Restricted Account and all sums deposited therein. Promptly upon Agent’s request, Borrower shall execute and deliver to Agent an original control agreement, in form and substance satisfactory to Agent, entered into by and among Borrower, Agent, as secured party, and MUFG, as the depository bank ("Control Agreement"). Borrower shall pay all costs and expenses in connection with establishing and administering the Restricted Account. Unless specifically otherwise agreed to by Agent and all Lenders, the following terms shall apply to the Restricted Account (for avoidance of doubt, “all Lenders” herein means all the Lenders other than any Defaulting Lender, subject to the penultimate paragraph of Section 12.16 of the Credit Agreement): (a) The Restricted Account shall be a “blocked” account, Borrower shall not be entitled to make any withdrawals of any funds thereof, and Agent shall have the sole right to make such withdrawals for the purposes agreed upon by Agent and all Lenders in their sole and absolute discretion. (b) During the Forbearance Period (as defined in the Forbearance Agreement) and prior to the occurrence of any Forbearance Termination Event (as defined in the Forbearance Agreement) or any Event of Default that is not a Specified Default (as defined in the Forbearance Agreement), the Lenders hereby authorize Agent to make disbursements of funds from the Restricted Account to fund (i) liquidity needs (the related expenses for such needs are described under the “operating disbursements” and “financing disbursements” categories in the Cash Flow Budget (defined in the Forbearance Agreement) delivered to Agent on November 8, 2019) of Borrower identified in Borrower’s Cash Flow Budget approved by all Lenders in accordance with Section 9 (beginning with the November 27 Budget (defined below) together with any revised budget approved by all Lenders subsequent thereof) (such expenses, “Liquidity Needs”), and (ii) such other expenses as may be agreed to by all Lenders in their sole and absolute discretion. Nothing herein shall obligate Agent or any Lender to approve any Cash Flow Budget. Agent and Lenders shall have no obligation to make any disbursem...

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. 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. 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. When a loan is requested, Contract Owner directs us to transfer an amount equal to the amount of the loan from the investment accounts as instructed in this Loan Request and Agreement to the Restricted Account. When a loan payment is received, the portion of the payment, which is a repayment of loan principal, shall be transferred from the Restricted Account to the Holding Account. The transfer shall be made the earlier of the date we receive the loan payment or the due date. The Restricted Account shall earn interest at an effective annual rate of 2¹⁄2% less than the loan rate as described in Part 4., section 2 above. As of each enrollment anniversary date, interest credited to this account will be transferred to the investment accounts according to the current payment allocation on record. For optimizer product only, the restricted account shall earn interest at an effective annual rate of 4%.

Restricted Account. (a) Releases. The Borrowers and the Banks agree that amounts on deposit in the Restricted Account (other than amounts deposited therein pursuant to Section 2.10(d)) shall be released therefrom from time to time upon request of the Company, so long as at the time no Default shall have occurred and be continuing, as follows: (A) upon consummation of the security arrangements contemplated by Section 5.19(d) of the Credit Agreement, $5,000,000 shall be released; (B) on the date on which the aggregate amount of the Commitments shall have been reduced to $150,000,000 or less, so long as the Additional Debt Date shall not have occurred on or prior to such date, $10,000,000 shall be released; (C) if no amounts have been released pursuant to clause (B) or if the full amount required to be deposited pursuant to subsection (b) has been so deposited, on the date on which the aggregate amount of the Commitments shall have been reduced to $85,000,000 (or, if the Cooler Acquisition Date shall have occurred and the Additional Debt Date shall not have occurred on or prior to the Cooler Acquisition Date, $75,000,000) or less, $10,000,000 shall be released; (D) amounts deposited therein (including pursuant to subsection (b)) not theretofore released pursuant to clauses (A), (B) and (C) shall be released from time to time, so long as after giving effect to such release the Company's cash balances do not exceed $10,000,000 and (E) any such request for release shall be accompanied by a certificate signed by a duly authorized officer of the Company (on which the Collateral Agent may conclusively rely) to the effect that the applicable conditions set forth above have been satisfied in connection with such release.

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. 10.4.1 Prior to the expiry of the Security Period, the Company shall not be entitled to receive, withdraw or otherwise transfer any credit balance from the Restricted Account except with the prior consent of the Secured Parties. 10.4.2 If, on or prior to such time as Restricted Insurance Proceeds are first received by the Company following the execution of this Agreement,: (a) the Company chooses to open a new bank account and notifies the Secured Parties in writing that this is the Restricted Account for the purposes of this Agreement, the Company shall promptly give notice to the relevant bank or financial institution with whom the Restricted Account is opened, substantially in the form set out in Part A of Schedule 2 of the charging to the Secured Parties pursuant to Clause 3.1(j) of the Company's rights and interests under the Restricted Account (and instructing the relevant bank or financial institution that, prior to the end of the Security Period, the Company shall not be entitled to make withdrawals from such account without the written consent of the Secured Parties) and procure that each addressee of such notice promptly provides an acknowledgement of the Secured Parties' interest to the Secured Parties, substantially in the form set out in Part B of Schedule 2); or (b) the Company chooses to designate one of its existing bank accounts, its right, title and interest in respect of which is to be charged on the date of this Agreement pursuant to Clause 3.1(j) above, and notifies the Secured Parties in writing that this is the Restricted Account for the purposes of this Agreement, the Company shall promptly instruct the relevant bank or financial institution with whom the Restricted Account is held that, prior to the end of the Security Period, the Company shall not be entitled to make withdrawals from such account without the written consent of the Secured Parties. 10.4.3 Upon its first receipt of Restricted Insurance Proceeds following the execution of this Agreement, to the extent it has not already done so, the Company shall notify the Secured Parties in writing as soon as reasonably practicable and in any event within three Business Days of such receipt as to the identity of the Restricted Account.

Restricted Account. PFG reserves, in its sole discretion, the right to restrict, terminate and/or suspend Customers access to BEST Direct. Customer acknowledges that if PFG places a restriction on Customers Account, Customer will not be able to use BEST Direct online trading function. Customer agrees to hold PFG harmless for any and all claims, losses, liability, costs and expenses (including but not limited to attorneys fees) arising from PFGs restriction of Customers access to BEST Direct. PFG xxxxx ves, in its sole discretion, the right to terminate Customers access to BEST Direct without notice for any reason, including but not limited to unauthorized use of Customers access number(s), and/or account number(s), or breach of this Agreement.