Common use of Deposit Account Control Agreement Clause in Contracts

Deposit Account Control Agreement. In the case of the Borrower only, such Grantor and the Administrative Agent agree and covenant that: (a) the Borrower will cause all cash, instruments, securities, other financial assets and funds paid to it and/or paid to the CMBS Manager (or the Person acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements) from time to time under, pursuant to or in connection with the 2005 Securitization Arrangements, the 2006 Securitization Arrangements and the Additional Securitization Arrangements to be paid into the Account (as defined in the Deposit Account Control Agreement) (or, in the case of such cash, instruments, securities, other financial assets and funds paid to the CMBS Manager (or the Person acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements), dividended to SBA Senior Finance II LLC and then, in turn, to the Borrower and transferred into such Account as soon as practicable but in any event within ten Business Days) and to so remain in such Account so long as it remains in possession of such cash, instruments, securities, other financial assets and funds. Notwithstanding the foregoing and subject to Section 1 of the Deposit Account Control Agreement, nothing contained herein shall limit the ability of the Borrower to withdraw all or any portion of the funds on deposit in such Account or the Lockboxes (as defined in the Deposit Account Control Agreement) and to otherwise deal with the Account Collateral (as defined in the Deposit Account Control Agreement) for any purpose whatsoever, including distributions or contributions to an Affiliate which may use such funds for any purpose whatsoever; provided, however, that such withdrawn funds shall not be deposited into any account of the Borrower other than such Account or another account subject to an agreement substantially similar to the Deposit Account Control Agreement and reasonably satisfactory to the Administrative Agent, but nothing contained herein shall restrict or impair the ability of the Borrower to maintain other accounts not covered by the Deposit Account Control Agreement containing other funds. (b) the Borrower will maintain the security interest created by the Deposit Account Control Agreement as a first priority, perfected security interest and defend the right, title and interest of the Administrative Agent, for the benefit of the Secured Parties, in and to the Account Collateral against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the request of the Administrative Agent, and at the sole expense of the Borrower, the Borrower will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent reasonably may request for the purposes of obtaining or preserving the full benefits of the Deposit Account Control Agreement and of the rights and powers therein granted, including, without limitation, the filing of financing statements under the New York UCC. (c) The Administrative Agent shall not give the Notice (as defined in the Deposit Account Control Agreement) unless and until an Event of Default shall have occurred and be continuing. Any funds withdrawn by the Administrative Agent from the Account shall be applied to the Obligations. Upon the correction of any Event of Default, the Administrative Agent shall withdraw any Notice previously given under the Deposit Account Control Agreement. Upon payment in full of the Obligations, the Administrative Agent shall give the notice of termination contemplated by Section 8 of the Deposit Account Control Agreement.

Deposit Account Control Agreement. In the case of the Borrower only, such Grantor and the Administrative Agent agree and covenant that: (a) Within thirty (30) days after the Closing Date, Borrower will cause shall instruct its Customers to deliver all cashremittances upon Receivables (whether paid by check or by wire transfer of funds) to either (i) a lockbox account, instrumentsdominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, securities, other financial assets and funds paid to it and/or paid to the CMBS Manager (or the Person acting in a capacity analogous to the CMBS Manager “Blocked Account Bank”) pursuant to any Additional Securitization Arrangementsan arrangement with such Blocked Account Bank as may be acceptable to Administrative Agent (at the direction of the Required Lenders) or (ii) depository accounts (“Depository Accounts”) established at Collateral Agent, or as otherwise agreed to from time to time underby Administrative Agent (at the direction of the Required Lenders). Notwithstanding the foregoing, pursuant to the extent Borrower directly receives any remittances upon Receivables, Borrower shall, at Borrower’s sole cost and expense, but on Collateral Agent’s behalf and for Collateral Agent’s account, collect as Collateral Agent’s property and in trust for Collateral Agent all amounts received on Receivables, and shall not commingle such collections with Borrower’s funds or use the same except to pay Obligations, and shall as soon as possible and in connection with any event no later than five (5) Business Days after the 2005 Securitization Arrangements, the 2006 Securitization Arrangements and the Additional Securitization Arrangements to be paid into the Account receipt thereof (as defined in the Deposit Account Control Agreementi) (or, in the case of remittances paid by check, deposit all such cashremittances in their original form (after supplying any necessary endorsements) and (ii) in the case of remittances paid by wire transfer of funds, instruments, securities, other financial assets and funds paid to the CMBS Manager (or the Person acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements), dividended to SBA Senior Finance II LLC and thentransfer all such remittances, in turneach case, to the Borrower and transferred into such Account as soon as practicable but in any event within ten Business DaysBlocked Account(s) and to so remain in such Account so long as it remains in possession of such cash, instruments, securities, other financial assets and fundsand/or Depository Account(s). Notwithstanding the foregoing and subject to Section 1 of the Deposit Account Control Agreement, nothing contained herein Borrower shall limit the ability of the Borrower to withdraw all or any portion of the funds on deposit in such the Blocked Account or the Lockboxes (as defined in the Deposit and/or Depository Account Control Agreement) and to otherwise deal with the Account Collateral (as defined in the Deposit Account Control Agreement) for any purpose whatsoeveror, including distributions or contributions to an Affiliate which may use such funds for any purpose whatsoever; provided, however, that such withdrawn funds shall not be deposited into any account of the Borrower other than such Account or another account subject to an agreement substantially similar to the Deposit Account Control Agreement and reasonably satisfactory to the upon request by Administrative Agent, but nothing contained herein shall restrict or impair deliver to Collateral Agent, in original form and no later than five (5) Business Days after the ability receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of the Borrower to maintain other accounts not covered by the Deposit Account Control Agreement containing other fundsIndebtedness. (b) Each Loan Party, Collateral Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Administrative Agent that is sufficient to give Collateral Agent “control” (for purposes of Articles 8 and 9 of the Borrower will maintain Uniform Commercial Code) over such account and which directs such Blocked Account Bank to transfer such funds so deposited on a daily basis to Revolving Administrative Agent, either to any account maintained by Revolving Administrative Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) at Revolving Administrative Agent. All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the security interest created by of Collateral Agent for its own benefit and the Deposit Account Control Agreement as a first priority, perfected security interest and defend the right, title and interest of the Administrative Agent, for the ratable benefit of the Secured Parties, in and to the Account Collateral against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the request of the Administrative Agent, and at the sole expense of the Borrower, the Borrower will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent reasonably may request for the purposes of obtaining or preserving the full benefits of the Deposit Account Control Agreement and of the rights and powers therein granted, including, without limitation, the filing of financing statements under the New York UCC. (c) The Administrative Agent shall not give the Notice (as defined in the Deposit Account Control Agreement) unless and until an Event of Default shall have occurred and be continuing. Any funds withdrawn by the Administrative Agent from the Account shall be applied to the Obligations. Upon the correction of any Event of Default, the Administrative Agent shall withdraw any Notice previously given under the Deposit Account Control Agreement. Upon payment in full of the Obligations, the Administrative Agent shall give the notice of termination contemplated by Section 8 of the Deposit Account Control Agreement.

Deposit Account Control Agreement. In the case Each of the Borrower only, such Grantor SPEs and the Administrative Secured Parties appoints Citibank, N.A. to act on its behalf under the Deposit Account Control Agreement as the Intercreditor Agent agree and covenant that: (a) to exercise dominion and control over the Borrower will cause all cashRemittances on deposit in the Lockbox Account for the benefit of the SPEs and Secured Parties under their respective Transaction Documents (in each case, instrumentsas their interests may appear therein), securitiesas the case may be, other financial assets and funds paid to it and/or paid (b) for the purposes of continuing the perfection and priority of their respective interests with respect to the CMBS Manager Remittances; provided, however, that nothing herein shall obligate the Intercreditor Agent to monitor the perfection, priority or sufficiency of any such security interest. It is understood and agreed that the use of the term “agent” (or the Person acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangementsother similar term) from time to time underherein, pursuant to or in connection with the 2005 Securitization Arrangements, the 2006 Securitization Arrangements and the Additional Securitization Arrangements to be paid into the Account (as defined in the Deposit Account Control Agreement) (orAgreement or in any other agreement, in the case of such cashinstrument or document to which it is a party, instruments, securities, other financial assets and funds paid with reference to the CMBS Manager Intercreditor Agent is not intended to connote any fiduciary or other implied (or the Person acting in express) obligations arising under agency doctrine of applicable law. Instead such term is used as a capacity analogous matter of market custom, and is intended to create and reflect only an administrative relationship between contracting parties. Citibank, N.A. xxxxxx accepts such appointment to act as Intercreditor Agent subject to the CMBS Manager pursuant to any Additional Securitization Arrangements)terms of this Agreement. The Intercreditor Agent agrees, dividended to SBA Senior Finance II LLC and then, in turn, subject to the Borrower and transferred into such Account terms of this Agreement, that (i) as soon as practicable but in any event within ten Business Days) and party to so remain in such Account so long as it remains in possession of such cash, instruments, securities, other financial assets and funds. Notwithstanding the foregoing and subject to Section 1 of the Deposit Account Control Agreement, nothing contained herein shall limit the ability of the Borrower to withdraw all or any portion of the funds on deposit in such Account or the Lockboxes (as defined in it will exercise control rights under the Deposit Account Control AgreementAgreement as the secured party thereunder, on behalf of the SPEs and the Secured Parties to the extent it is instructed to do so in writing pursuant to an Enforcement Event Notice as defined below (with a copy to each other party hereto) by any SPE or Secured Party upon being informed in writing by such party that (a) Exeter’s rights and obligations as “Servicer” under the related Transaction Documents have been terminated and (b) a successor servicer (the “Successor Servicer”) has been appointed and has assumed Exeter’s rights and obligations as “Servicer” pursuant to and in accordance with such Transaction Documents (the occurrence of both of the events described clauses (a) and (b) with respect to otherwise deal with the Account Collateral such SPE, an “Enforcement Event”) and (as defined in ii) should the Deposit Account Control Agreement) Agreement terminate for any purpose whatsoeverreason, the Intercreditor Agent will so notify each of the parties hereto. Upon the occurrence of an Enforcement Event, the applicable Secured Party may direct the Intercreditor Agent to remove the Servicer as the party responsible for instructing the Lockbox Bank under the Deposit Account Control Agreement as to the account or accounts to which to transfer Remittances that have been identified to the applicable Transaction, provided that such Secured Party (as applicable) has delivered the following to the Intercreditor Agent: (i) a direction substantially in the form attached hereto as Exhibit B (an “Enforcement Event Notice”) stating that an Enforcement Event has occurred with respect to a specified Transaction; (ii) the name and notice details of the Successor Servicer; (iii) the name, account number, depository institution and other relevant details for the Collection Account to which Remittances must be sent in respect of the related Transaction, or if the account or accounts to which the Lockbox Bank is to transfer Remittances with respect to the related Transaction shall have changed (any such changed account, a “Replacement Recipient Account”), the name, account number, depository institution and other relevant details for any such Replacement Recipient Account; and (iv) a list of the Receivables which are then subject to such Transaction (the “Affected Receivables”), with the account number or other identifying information of the related obligors thereunder. Promptly upon receipt by the Intercreditor Agent of such Enforcement Event Notice: (i) the Intercreditor Agent will send to the Lockbox Bank (with a copy to each Secured Party and SPE) an executed “written notice” (an “Activation Notice”) identifying the Affected Receivables and directing the Lockbox Bank to terminate Exeter’s access to funds in the Lockbox Account in respect of the Affected Receivables. The Intercreditor Agent may be directed by a Secured Party to deliver an Activation Notice without the occurrence of (ii) below. The Servicer agrees to cooperate with the Successor Servicer or Intercreditor Agent, as the case may be, in all material respects, including distributions (x) in effecting the termination of its rights under this Agreement to direct the disposition of Remittances in the Lockbox Account pertaining to the Affected Receivables, (y) by providing the Successor Servicer or contributions Intercreditor Agent, as the case may be, with the account numbers of the Affected Receivables or other identifying information of the related obligors thereunder and (z) by providing such other records, information and reports as are required or advisable to determine the disposition of Remittances pertaining to the Affected Receivables or to otherwise effect a transition of servicing duties; (ii) if such Secured Party has notified the Intercreditor Agent, pursuant to an Affiliate Enforcement Event Notice, that it has established one or more Replacement Recipient Accounts, the Intercreditor Agent will direct the Lockbox Bank to transfer Remittances relating to the Affected Receivables which are then subject to such Transaction from the Lockbox Account to the applicable Replacement Recipient Account within two (2) Business Days of receipt (provided that the Intercreditor Agent shall have received all the information contemplated by this Agreement which is necessary to direct such transfers). If the Secured Party has not established one or more Replacement Recipient Accounts, the Intercreditor Agent will direct the Lockbox Bank to transfer Remittances related to the Affected Receivables which are then subject to such Transaction from the Lockbox Account to the applicable Collection Account within two (2) Business Days of receipt (provided that the Intercreditor Agent shall have received all the information contemplated by this Agreement which is necessary to direct such transfers). In connection therewith, the Intercreditor Agent will supply to the Lockbox Bank such supplemental schedules or listings detailing such Remittances as the Lockbox Bank may use reasonably request; provided, that the Intercreditor Agent shall only be required to furnish such funds information to the extent the Intercreditor Agent has such information, either as provided by (x) the related Secured Party or (y) the Servicer or Successor Servicer (as applicable) but, as to this clause (y), only if such information has been acknowledged by the related Secured Party; and the Intercreditor Agent shall have no liability for any purpose whatsoeverfailure to transfer Remittances or to provide information to the Lockbox Bank when such required information is not available to the Intercreditor Agent; and (iii) the Intercreditor Agent will forward such Enforcement Event Notice and all related schedules to each SPE, the Servicer and each other Secured Party. The Intercreditor Agent shall be entitled to conclusively rely and shall be fully protected in acting upon any Enforcement Event Notice believed by it to be genuine and to have been signed or presented by a Secured Party. The Intercreditor Agent shall have no duty or obligation to inquire into any aspect of the Enforcement Event or the validity of the Enforcement Event Notice it receives. Each of the parties to this Agreement agree that the Secured Party giving the Enforcement Event Notice shall be solely liable for the validity of the Enforcement Event Notice and any action taken by the Intercreditor Agent in reliance upon such Enforcement Event Notice. The Intercreditor Agent may terminate its obligations as Intercreditor Agent under this Agreement upon at least ninety (90) days’ prior written notice to each of the parties hereto; provided, however, that such withdrawn funds resignation shall not be deposited into any account of the Borrower other than such Account or another account subject effective until a successor Intercreditor Agent reasonably acceptable to an agreement substantially similar Exeter and each Secured Party shall have accepted its appointment as Intercreditor Agent hereunder and shall have become party to the Deposit Account Control Agreement and reasonably satisfactory as successor to the Administrative resigning Intercreditor Agent. If an instrument of acceptance by a successor Intercreditor Agent shall not have been delivered to the Intercreditor Agent within thirty (30) days after the giving of such notice of resignation, but nothing contained herein shall restrict or impair the ability resigning Intercreditor Agent may petition any court of competent jurisdiction, at the expense of the Borrower to maintain other accounts not covered by the Deposit Account Control Agreement containing other funds. (b) the Borrower will maintain the security interest created by the Deposit Account Control Agreement as a first priority, perfected security interest and defend the right, title and interest of the Administrative AgentSPEs, for the benefit appointment of the Secured Parties, in and to the Account Collateral against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the request of the Administrative a successor Intercreditor Agent, and at the sole expense of the Borrower, the Borrower will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent reasonably may request for the purposes of obtaining or preserving the full benefits of the Deposit Account Control Agreement and of the rights and powers therein granted, including, without limitation, the filing of financing statements under the New York UCC. (c) The Administrative Agent shall not give the Notice (as defined in the Deposit Account Control Agreement) unless and until an Event of Default shall have occurred and be continuing. Any funds withdrawn by the Administrative Agent from the Account shall be applied to the Obligations. Upon the correction of any Event of Default, the Administrative Agent shall withdraw any Notice previously given under the Deposit Account Control Agreement. Upon payment in full of the Obligations, the Administrative Agent shall give the notice of termination contemplated by Section 8 of the Deposit Account Control Agreement.

Deposit Account Control Agreement. In the case Each of the Borrower only, such Grantor SPEs and the Administrative Secured Parties appoints [___] to act on its behalf under the Deposit Account Control Agreement as the Intercreditor Agent agree and covenant that: (a) to exercise dominion and control over the Borrower will cause all cashRemittances on deposit in the Lockbox Account for the benefit of the SPEs and Secured Parties under their respective Transaction Documents (in each case, instrumentsas their interests may appear therein), securitiesas the case may be, other financial assets and funds paid to it and/or paid (b) for the purposes of continuing the perfection and priority of their respective interests with respect to the CMBS Manager Remittances; provided, however, that nothing herein shall obligate the Intercreditor Agent to monitor the perfection, priority or sufficiency of any such security interest. It is understood and agreed that the use of the term “agent” (or the Person acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangementsother similar term) from time to time underherein, pursuant to or in connection with the 2005 Securitization Arrangements, the 2006 Securitization Arrangements and the Additional Securitization Arrangements to be paid into the Account (as defined in the Deposit Account Control Agreement) (orAgreement or in any other agreement, in the case of such cashinstrument or document to which it is a party, instruments, securities, other financial assets and funds paid with reference to the CMBS Manager Intercreditor Agent is not intended to connote any fiduciary or other implied (or the Person acting in express) obligations arising under agency doctrine of applicable law. Instead such term is used as a capacity analogous matter of market custom, and is intended to create and reflect only an administrative relationship between contracting parties. [___] xxxxxx accepts such appointment to act as Intercreditor Agent subject to the CMBS Manager pursuant to any Additional Securitization Arrangements)terms of this Agreement. The Intercreditor Agent agrees, dividended to SBA Senior Finance II LLC and then, in turn, subject to the Borrower and transferred into such Account terms of this Agreement, that (i) as soon as practicable but in any event within ten Business Days) and party to so remain in such Account so long as it remains in possession of such cash, instruments, securities, other financial assets and funds. Notwithstanding the foregoing and subject to Section 1 of the Deposit Account Control Agreement, nothing contained herein shall limit the ability of the Borrower to withdraw all or any portion of the funds on deposit in such Account or the Lockboxes (as defined in it will exercise control rights under the Deposit Account Control AgreementAgreement as the secured party thereunder, on behalf of the SPEs and the Secured Parties to the extent it is instructed to do so in writing pursuant to an Enforcement Event Notice as defined below (with a copy to each other party hereto) by any SPE or Secured Party upon being informed in writing by such party that (a) Exeter’s rights and obligations as “Servicer” under the related Transaction Documents have been terminated and (b) a successor servicer (the “Successor Servicer”) has been appointed and has assumed Exeter’s rights and obligations as “Servicer” pursuant to and in accordance with such Transaction Documents (the occurrence of both of the events described clauses (a) and (b) with respect to otherwise deal with the Account Collateral such SPE, an “Enforcement Event”) and (as defined in ii) should the Deposit Account Control Agreement) Agreement terminate for any purpose whatsoeverreason, the Intercreditor Agent will so notify each of the parties hereto. Upon the occurrence of an Enforcement Event, the applicable Secured Party may direct the Intercreditor Agent to remove the Servicer as the party responsible for instructing the Lockbox Bank under the Deposit Account Control Agreement as to the account or accounts to which to transfer Remittances that have been identified to the applicable Transaction, provided that such Secured Party (as applicable) has delivered the following to the Intercreditor Agent: (i) a direction substantially in the form attached hereto as Exhibit B (an “Enforcement Event Notice”) stating that an Enforcement Event has occurred with respect to a specified Transaction; (ii) the name and notice details of the Successor Servicer; (iii) the name, account number, depository institution and other relevant details for the Collection Account to which Remittances must be sent in respect of the related Transaction, or if the account or accounts to which the Lockbox Bank is to transfer Remittances with respect to the related Transaction shall have changed (any such changed account, a “Replacement Recipient Account”), the name, account number, depository institution and other relevant details for any such Replacement Recipient Account; and (iv) a list of the Receivables which are then subject to such Transaction (the “Affected Receivables”), with the account number or other identifying information of the related obligors thereunder. Promptly upon receipt by the Intercreditor Agent of such Enforcement Event Notice: (i) the Intercreditor Agent will send to the Lockbox Bank (with a copy to each Secured Party and SPE) an executed “written notice” (an “Activation Notice”) identifying the Affected Receivables and directing the Lockbox Bank to terminate Exeter’s access to funds in the Lockbox Account in respect of the Affected Receivables. The Intercreditor Agent may be directed by a Secured Party to deliver an Activation Notice without the occurrence of (ii) below. The Servicer agrees to cooperate with the Successor Servicer or Intercreditor Agent, as the case may be, in all material respects, including distributions (x) in effecting the termination of its rights under this Agreement to direct the disposition of Remittances in the Lockbox Account pertaining to the Affected Receivables, (y) by providing the Successor Servicer or contributions Intercreditor Agent, as the case may be, with the account numbers of the Affected Receivables or other identifying information of the related obligors thereunder and (z) by providing such other records, information and reports as are required or advisable to determine the disposition of Remittances pertaining to the Affected Receivables or to otherwise effect a transition of servicing duties; (ii) if such Secured Party has notified the Intercreditor Agent, pursuant to an Affiliate Enforcement Event Notice, that it has established one or more Replacement Recipient Accounts, the Intercreditor Agent will direct the Lockbox Bank to transfer Remittances relating to the Affected Receivables which are then subject to such Transaction from the Lockbox Account to the applicable Replacement Recipient Account within two (2) Business Days of receipt (provided that the Intercreditor Agent shall have received all the information contemplated by this Agreement which is necessary to direct such transfers). If the Secured Party has not established one or more Replacement Recipient Accounts, the Intercreditor Agent will direct the Lockbox Bank to transfer Remittances related to the Affected Receivables which are then subject to such Transaction from the Lockbox Account to the applicable Collection Account within two (2) Business Days of receipt (provided that the Intercreditor Agent shall have received all the information contemplated by this Agreement which is necessary to direct such transfers). In connection therewith, the Intercreditor Agent will supply to the Lockbox Bank such supplemental schedules or listings detailing such Remittances as the Lockbox Bank may use reasonably request; provided, that the Intercreditor Agent shall only be required to furnish such funds information to the extent the Intercreditor Agent has such information, either as provided by (x) the related Secured Party or (y) the Servicer or Successor Servicer (as applicable) but, as to this clause (y), only if such information has been acknowledged by the related Secured Party; and the Intercreditor Agent shall have no liability for any purpose whatsoeverfailure to transfer Remittances or to provide information to the Lockbox Bank when such required information is not available to the Intercreditor Agent; and (iii) the Intercreditor Agent will forward such Enforcement Event Notice and all related schedules to each SPE, the Servicer and each other Secured Party. The Intercreditor Agent shall be entitled to conclusively rely and shall be fully protected in acting upon any Enforcement Event Notice believed by it to be genuine and to have been signed or presented by a Secured Party. The Intercreditor Agent shall have no duty or obligation to inquire into any aspect of the Enforcement Event or the validity of the Enforcement Event Notice it receives. Each of the parties to this Agreement agree that the Secured Party giving the Enforcement Event Notice shall be solely liable for the validity of the Enforcement Event Notice and any action taken by the Intercreditor Agent in reliance upon such Enforcement Event Notice. The Intercreditor Agent may terminate its obligations as Intercreditor Agent under this Agreement upon at least ninety (90) days’ prior written notice to each of the parties hereto; provided, however, that such withdrawn funds resignation shall not be deposited into any account of the Borrower other than such Account or another account subject effective until a successor Intercreditor Agent reasonably acceptable to an agreement substantially similar Exeter and each Secured Party shall have accepted its appointment as Intercreditor Agent hereunder and shall have become party to the Deposit Account Control Agreement and reasonably satisfactory as successor to the Administrative resigning Intercreditor Agent. If an instrument of acceptance by a successor Intercreditor Agent shall not have been delivered to the Intercreditor Agent within thirty (30) days after the giving of such notice of resignation, but nothing contained herein shall restrict or impair the ability resigning Intercreditor Agent may petition any court of competent jurisdiction, at the expense of the Borrower to maintain other accounts not covered by the Deposit Account Control Agreement containing other funds. (b) the Borrower will maintain the security interest created by the Deposit Account Control Agreement as a first priority, perfected security interest and defend the right, title and interest of the Administrative AgentSPEs, for the benefit appointment of the Secured Parties, in and to the Account Collateral against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the request of the Administrative a successor Intercreditor Agent, and at the sole expense of the Borrower, the Borrower will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent reasonably may request for the purposes of obtaining or preserving the full benefits of the Deposit Account Control Agreement and of the rights and powers therein granted, including, without limitation, the filing of financing statements under the New York UCC. (c) The Administrative Agent shall not give the Notice (as defined in the Deposit Account Control Agreement) unless and until an Event of Default shall have occurred and be continuing. Any funds withdrawn by the Administrative Agent from the Account shall be applied to the Obligations. Upon the correction of any Event of Default, the Administrative Agent shall withdraw any Notice previously given under the Deposit Account Control Agreement. Upon payment in full of the Obligations, the Administrative Agent shall give the notice of termination contemplated by Section 8 of the Deposit Account Control Agreement.

Deposit Account Control Agreement. In the case of the Borrower SBA I only, such Grantor and the Administrative Agent agree and covenant that: (a) the Borrower SBA I will cause all cash, instruments, securities, other financial assets and funds paid to it and/or paid to the CMBS Manager (or the Person acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements) from time to time under, pursuant to or in connection with the 2005 Securitization Arrangements, the 2006 New Securitization Arrangements and the Additional Second Securitization Arrangements to be paid into the Account (as defined in the Deposit Account Control Agreement) (or, in the case of such cash, instruments, securities, other financial assets and funds paid to the CMBS Manager (or the Person acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements), dividended to SBA Senior Finance II LLC and then, in turn, to the Borrower and transferred into such Account as soon as practicable but in any event within ten Business Days) and to so remain in such Account so long as it remains in possession of such cash, instruments, securities, other financial assets and funds. Notwithstanding the foregoing and subject to Section 1 of the Deposit Account Control Agreement, nothing contained herein shall limit the ability of the Borrower SBA I to withdraw all or any portion of the funds on deposit in such Account or the Lockboxes (as defined in the Deposit Account Control Agreement) and to otherwise deal with the Account Collateral (as defined in the Deposit Account Control Agreement) for any purpose whatsoever, including distributions or contributions to an Affiliate which may use such funds for any purpose whatsoever; provided, however, that such withdrawn funds shall not be deposited into any account of the Borrower SBA I other than such Account or another account subject to an agreement substantially similar to the Deposit Account Control Agreement and reasonably satisfactory to the Administrative Agent, but nothing contained herein shall restrict or impair the ability of the Borrower SBA I to maintain other accounts not covered by the Deposit Account Control Agreement containing other funds. (b) the Borrower SBA I will maintain the security interest created by the Deposit Account Control Agreement as a first priority, perfected security interest and defend the right, title and interest of the Administrative Agent, for the benefit of the Secured Parties, in and to the Account Collateral against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the request of the Administrative Agent, and at the sole expense of the BorrowerSBA I, the Borrower SBA I will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent reasonably may request for the purposes of obtaining or preserving the full benefits of the Deposit Account Control Agreement and of the rights and powers therein granted, including, without limitation, the filing of financing statements under the New York UCC. (c) The Administrative Agent shall not give the Notice (as defined in the Deposit Account Control Agreement) unless and until an Event of Default shall have occurred and be continuing. Any funds withdrawn by the Administrative Agent from the Account shall be applied to the Obligations. Upon the correction of any Event of Default, the Administrative Agent shall withdraw any Notice previously given under the Deposit Account Control Agreement. Upon payment in full of the Obligations, the Administrative Agent shall give the notice of termination contemplated by Section 8 of the Deposit Account Control Agreement.

Deposit Account Control Agreement. In the case of the Borrower only, such Grantor and the Administrative Agent agree and covenant that: (a) the The Borrower will cause all cash, instruments, securities, other financial assets and funds paid to it and/or paid to the CMBS Manager (or the Person acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements) from time to time under, pursuant to or in connection with the 2005 Securitization Arrangements, the 2006 Securitization Arrangements and the Additional Securitization Arrangements to be paid into the Account (as defined in the Deposit Account Control Agreement) (or, in the case of such cash, instruments, securities, other financial assets and funds paid to the CMBS Manager (or the Person acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements), dividended to SBA Senior Finance II LLC and then, in turn, to the Borrower and transferred into such Account as soon as practicable but in any event within ten Business Days) and to so remain in such Account so long as it remains in possession of such cash, instruments, securities, other financial assets and funds. Notwithstanding the foregoing and subject to Section 1 of the Deposit Account Control Agreement, nothing contained herein shall limit the ability of the Borrower to withdraw all or any portion of the funds on deposit in such Account or the Lockboxes (as defined in the Deposit Account Control Agreement) and to otherwise deal with the Account Collateral (as defined in the Deposit Account Control Agreement) for any purpose whatsoever, including distributions or contributions to an Affiliate which may use such funds for any purpose whatsoever; provided, however, that such withdrawn funds shall not be deposited into any account of the Borrower other than such Account or another account subject to an agreement substantially similar to the Deposit Account Control Agreement and reasonably satisfactory to the Administrative Agent, but nothing contained herein shall restrict or impair the ability of the Borrower to maintain other accounts not covered by the Deposit Account Control Agreement containing other funds. (b) the The Borrower will maintain the security interest created by the Deposit Account Control Agreement as a first priority, perfected security interest and defend the right, title and interest of the Administrative Agent, for the benefit of the Secured Parties, in and to the Account Collateral against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the request of the Administrative Agent, and at the sole expense of the Borrower, the Borrower will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent reasonably may request for the purposes of obtaining or preserving the full benefits of the Deposit Account Control Agreement and of the rights and powers therein granted, including, without limitation, the filing of financing statements under the New York UCC. (c) The Administrative Agent shall not give the Notice (as defined in the Deposit Account Control Agreement) unless and until an Event of Default shall have occurred and be continuing. Any funds withdrawn by the Administrative Agent from the Account shall be applied to the Obligations. Upon the correction of any Event of Default, the Administrative Agent shall withdraw any Notice previously given under the Deposit Account Control Agreement. Upon payment in full of the Obligations, the Administrative Agent shall give the notice of termination contemplated by Section 8 of the Deposit Account Control Agreement.