Common use of Depository Accounts Clause in Contracts

Depository Accounts. After the occurrence and during the continuance of a Cash Dominion Event, all amounts deposited in the DDAs and the Blocked Accounts shall, at the option of the Bank Agent, be delivered to the FRF Concentration Account. On the date that any funds are transferred to the FRF Concentration Account, SRLP shall deliver a payment allocation to the Bank Agent and World indicating the respective amounts of such funds constituting (i) amounts collected with respect to the SRLP Retained Receivables or proceeds of other Collateral and (ii) Collections of Private Label Assets. Pursuant to such allocation, the Bank Agent shall apply that portion of the funds constituting collections of SRLP Retained Receivables or proceeds of other Collateral to the Bank Claim and shall hold any funds constituting Collections of Private Label Assets in trust for World and immediately transfer such funds to such account as World may instruct in writing. If on any day SRLP has not provided a payment allocation with respect to funds deposited in the FRF Concentration Account on such day, such funds shall remain on deposit in the FRF Concentration Account, until such time as (A) the applicable payment allocation with respect to such funds is provided by SRLP, or (B) World and the Bank Agent shall have agreed in writing upon an allocation of such funds, it being understood that (i) if SRLP shall have failed to deliver a payment allocation for a period of three Business Days, the Bank Agent and World shall cooperate to obtain the information necessary to allocate such funds on deposit in the FRF Concentration Account, and (ii) no funds shall be distributed from the FRF Concentration Account until either SRLP delivers a payment allocation or the Bank Agent and World have agreed in writing upon the allocation of such funds. For purposes of determining whether specific amounts collected have been received on account of Private Label Assets or on account of SRLP Retained Receivables, the parties hereto agree as follows: All payments made by an Obligor which is obligated to make payments on Private Label Assets but is not obligated to make any payments on SRLP Retained Receivables shall be conclusively presumed to be payments on account of Private Label Assets, and all payments made by an Obligor which is obligated to make payments on SRLP Retained Receivables but is not obligated to make any payments on Private Label Assets shall be conclusively presumed to be payments on account of SRLP Receivables. All payments made by an Obligor which is obligated to make payments with respect to both Private Label Assets and SRLP Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payment is made, or, if no such designation is made, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent such oldest Receivable or portion thereof is not in dispute.

Depository Accounts. After the occurrence and during the continuance (a) Annexed hereto as EXHIBIT 7-1 as amended from time to time, is a Schedule of a Cash Dominion Eventall present DDA's, all amounts deposited in the DDAs and the Blocked Accounts shallwhich Schedule includes, at the option of the Bank Agent, be delivered with respect to the FRF Concentration Account. On the date that any funds are transferred to the FRF Concentration Account, SRLP shall deliver a payment allocation to the Bank Agent and World indicating the respective amounts of such funds constituting each depository (i) amounts collected with respect to the SRLP Retained Receivables or proceeds name and address of other Collateral and that depository; (ii) Collections of Private Label Assets. Pursuant to such allocation, the Bank Agent shall apply that portion account number(s) of the funds constituting collections account(s) maintained with such depository; (iii) a contact Person at such depository; and (iv) the telephone number of SRLP Retained Receivables or proceeds of other Collateral the contact Person. (b) The Borrower shall, as a condition to the Bank Claim and shall hold any funds constituting Collections effectiveness of Private Label Assets in trust for World and immediately transfer such funds to such account as World may instruct in writing. If on any day SRLP has not provided a payment allocation with respect to funds deposited in the FRF Concentration Account on such day, such funds shall remain on deposit in the FRF Concentration Account, until such time as (A) the applicable payment allocation with respect to such funds is provided by SRLP, or (B) World and the Bank Agent shall have agreed in writing upon an allocation of such funds, it being understood that this Agreement: (i) if SRLP shall have failed to deliver a payment allocation for a period of three Business Days, the Bank Agent and World shall cooperate to obtain the information necessary to allocate such funds on deposit Establish an account in the FRF Concentration name of, for the benefit of and under the control of, Lender into which all Receipts shall be deposited (the "Blocked Account, and ") (ii) no funds Deliver to Lender proof of the mailing, to each depository institution with which any DDA is maintained (other than the Funding Account or any Local DDA) of notification (in form satisfactory to the Lender) of the Lender's interest in such DDA. In the event that Agent or Borrower shall be distributed from receive notice that any depository at which a DDA is maintained on the FRF Concentration date hereof, or is subsequently established as contemplated under paragraph (c) below, refuses to accept and comply with the notifications delivered by the Borrower to such depository institution of the Lender's interest in such DDA, Borrower will immediately close all DDAs maintained with such depository institution and establish new DDAs with depository institutions which accept and agree to such notifications. (iii) Deliver to Lender an agreement (in form satisfactory to the Lender) with any depository institution at which a Blocked Account until either SRLP is maintained. (c) The Borrower will not establish any DDA hereafter (other than a Local DDA) unless Borrower, contemporaneous with such establishment, the Borrower delivers to the Lender proof of mailing to any such institution, a payment allocation or notification (in form satisfactory to the Bank Agent Lender) of the Lender's interest in such DDA. (d) The Borrower will establish and World have agreed in writing upon the allocation of such funds. For maintain separate accounts exclusively for purposes of determining whether specific amounts collected have been received on account payroll and payroll tax deposits and payments. (e) The contents of Private Label Assets or on account each DDA constitutes Collateral and Proceeds of SRLP Retained Receivables, the parties hereto agree as follows: All payments made by an Obligor which is obligated to make payments on Private Label Assets but is not obligated to make any payments on SRLP Retained Receivables shall be conclusively presumed to be payments on account of Private Label Assets, and all payments made by an Obligor which is obligated to make payments on SRLP Retained Receivables but is not obligated to make any payments on Private Label Assets shall be conclusively presumed to be payments on account of SRLP Receivables. All payments made by an Obligor which is obligated to make payments with respect to both Private Label Assets and SRLP Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payment is made, or, if no such designation is made, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent such oldest Receivable or portion thereof is not in disputeCollateral.

Depository Accounts. After NMLP shall (and shall cause each of the occurrence NMLP Subsidiaries and the other NMLP Loan Parties (except the Excepted Loan Parties) to (i) maintain all operating and other depository accounts, if any, with either the Administrative Agent or the Deposit Account Co-Agent (or any successor thereto) (singly and collectively, including the NMLP Depository Accounts and the Reinvestment Account, the “NMLP Accounts”), such NMLP Accounts as of the date hereof listed on Exhibit R, annexed hereto, unless otherwise agreed by Administrative Agent in writing, except for the accounts maintained by any of the NMLP Subsidiaries in connection with the GMAC Mortgage Loan, (ii) except for the NMLP Partnership GP’s, NMLP GP, and Xxxxxxx MLP Corp., maintain a minimum of one depository account for each such Person) with either the Administrative Agent or the Deposit Account Co-Agent (or any successor thereto) (singly and collectively, the “NMLP Depository Accounts”), unless otherwise agreed by the Administrative Agent in writing, (iii) except for the GMAC Borrowers, the NMLP Partnership GP’s, the Borrower GP, Xxxxxxx MLP Corp., and the other NMLP Loan Parties (which are not NMLP Subsidiaries) execute and deliver such Cash Management Agreements as Administrative Agent shall deem customary and appropriate to provide for terms and conditions satisfactory to the Administrative Agent with respect to the use and disbursement of funds in any NMLP Account, and (iv) with respect to the GMAC Borrowers, execute and deliver such NMLP Account disbursement authorizations as the Administrative Agent shall deem customary and appropriate to provide for the disbursement by the Administrative Agent of any funds in the NMLP Depository Account in the name of any GMAC Borrower to the NMLP Depository Account in the name of the NMLP after and during the continuance of a Cash Dominion Event, all amounts deposited any period in which there is any Event of Default. Each of the NMLP Accounts (except those in the DDAs and the Blocked Accounts shallname of any NMLP Partnership as to which there remains unpaid any First Mortgage Debt or Other Second Mortgage Debt, at the option of the Bank Agentany Partially Owned Limited Partnership, Xxxxxxx Capital LLC, or Xxxxxxx Asset Management LLC) shall be delivered subject to the FRF Concentration Account. On the date that any funds are transferred to the FRF Concentration Account, SRLP shall deliver a payment allocation to the Bank Agent NMLP Deposit Account Pledge and World indicating the respective amounts of such funds constituting (i) amounts collected with respect to the SRLP Retained Receivables or proceeds of other Collateral and (ii) Collections of Private Label Assets. Pursuant to such allocation, the Bank Agent shall apply that portion of the funds constituting collections of SRLP Retained Receivables or proceeds of other Collateral to the Bank Claim and shall hold any funds constituting Collections of Private Label Assets in trust for World and immediately transfer such funds to such account as World may instruct in writing. If on any day SRLP has not provided a payment allocation with respect to funds deposited in the FRF Concentration Account on such day, such funds shall remain on deposit in the FRF Concentration Account, until such time as (A) the applicable payment allocation with respect to such funds is provided by SRLP, or (B) World and the Bank Agent shall have agreed in writing upon an allocation of such funds, it being understood that (i) if SRLP shall have failed to deliver a payment allocation for a period of three Business Days, the Bank Agent and World shall cooperate to obtain the information necessary to allocate such funds on deposit in the FRF Concentration Account, and (ii) no funds shall be distributed from the FRF Concentration Account until either SRLP delivers a payment allocation or the Bank Agent and World have agreed in writing upon the allocation of such funds. For purposes of determining whether specific amounts collected have been received on account of Private Label Assets or on account of SRLP Retained Receivables, the parties hereto agree as follows: All payments made by an Obligor which is obligated to make payments on Private Label Assets but is not obligated to make any payments on SRLP Retained Receivables shall be conclusively presumed to be payments on account of Private Label Assets, and all payments made by an Obligor which is obligated to make payments on SRLP Retained Receivables but is not obligated to make any payments on Private Label Assets shall be conclusively presumed to be payments on account of SRLP Receivables. All payments made by an Obligor which is obligated to make payments with respect to both Private Label Assets and SRLP Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payment is made, or, if no such designation is made, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent such oldest Receivable or portion thereof is not in disputeSecurity Agreement.

Depository Accounts. After the occurrence and during the continuance (a) Annexed hereto as EXHIBIT 7-1 is a Schedule of a Cash Dominion Eventall present DDA's, all amounts deposited in the DDAs and the Blocked Accounts shallwhich Schedule includes, at the option of the Bank Agent, be delivered with respect to the FRF Concentration Account. On the date that any funds are transferred to the FRF Concentration Account, SRLP shall deliver a payment allocation to the Bank Agent and World indicating the respective amounts of such funds constituting each depository (i) amounts collected with respect to the SRLP Retained Receivables or proceeds name and address of other Collateral and that depository; (ii) Collections of Private Label Assets. Pursuant to such allocation, the Bank Agent shall apply that portion account number(s) of the funds constituting collections account(s) maintained with such depository; (iii) a contact Person at such depository; and (iv) the telephone number of SRLP Retained Receivables or proceeds of other Collateral the contact Person. (b) The Borrower shall, as a condition to the Bank Claim and shall hold any funds constituting Collections effectiveness of Private Label Assets in trust for World and immediately transfer such funds to such account as World may instruct in writing. If on any day SRLP has not provided a payment allocation with respect to funds deposited in the FRF Concentration Account on such day, such funds shall remain on deposit in the FRF Concentration Account, until such time as (A) the applicable payment allocation with respect to such funds is provided by SRLP, or (B) World and the Bank Agent shall have agreed in writing upon an allocation of such funds, it being understood that this Agreement: (i) if SRLP Establish an account for the benefit of and under the control of, Lender into which all Receipts shall have failed to deliver a payment allocation for a period of three Business Days, be deposited (the Bank Agent and World shall cooperate to obtain the information necessary to allocate such funds on deposit in the FRF Concentration "Blocked Account, and ") (ii) no funds Deliver to Lender proof of the mailing, to each depository institution with which any DDA is maintained (other than the Funding Account or any Local DDA) of notification (in form satisfactory to the Lender) of the Lender's interest in such DDA. In the event that the Borrower shall be distributed from receive notice that any depository at which a DDA is maintained, refuses to accept and comply with the FRF Concentration notifications delivered by the Borrower to such depository institution of the Lender's interest in such DDA, Borrower will immediately close all DDAs maintained with such depository institution and establish new DDAs with depository institutions which accept and agree to such notifications. (iii) Deliver to Lender an agreement (in form satisfactory to the Lender ) with any depository institution at which a Blocked Account until either SRLP is maintained. (c) The Borrower will not establish any DDA hereafter (other than a Local DDA) unless Borrower, contemporaneous with such establishment, the Borrower delivers to the Lender proof of mailing to any such institution, a payment allocation or notification (in form satisfactory to the Bank Agent Lender) of the Lender's interest in such DDA. (d) The Borrower will establish and World have agreed in writing upon the allocation of such funds. For maintain separate accounts exclusively for purposes of determining whether specific amounts collected have been received on account of Private Label Assets or on account of SRLP Retained Receivables, the parties hereto agree as follows: All payments made by an Obligor which is obligated to make payments on Private Label Assets but is not obligated to make any payments on SRLP Retained Receivables shall be conclusively presumed to be payments on account of Private Label Assets, payroll and all payments made by an Obligor which is obligated to make payments on SRLP Retained Receivables but is not obligated to make any payments on Private Label Assets shall be conclusively presumed to be payments on account of SRLP Receivables. All payments made by an Obligor which is obligated to make payments with respect to both Private Label Assets payroll tax deposits and SRLP Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payment is made, or, if no such designation is made, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent such oldest Receivable or portion thereof is not in disputepayments.

Depository Accounts. After (a) Annexed hereto as EXHIBIT 6-1 is a Schedule, as of the occurrence Closing Date, of all present DDAs of the Borrowers which are either the Primary Blocked Account or corporate level depositary concentration accounts into which the store level account balances are transferred, which Schedule includes, with respect to each depository (i) the name and during address of that depository; (ii) the continuance account number(s) of the account(s) maintained with such depository; and (iii) a Cash Dominion Eventcontact person at such depository. EXHIBIT 6-1 also includes a schedule of all of the Borrowers' investment or securities accounts and commodities accounts which the Borrowers have requested be subject to a Blocked Account Agreement as of the Closing Date. (b) The Lead Borrower shall deliver the following to the Administrative Agent, all amounts deposited in as a condition to the DDAs effectiveness of this Agreement: (i) Notification, executed on behalf of each Borrower, to each depository institution with which any DDA is maintained (other than any Exempt DDA and the Blocked Accounts shallAccounts), at in form satisfactory to the option Administrative Agent of the Bank Administrative Agent, 's interest in such DDA (it being acknowledged that the Administrative Agent shall send such notifications to such depositary institutions and the Borrowers shall not be delivered required to do so). (ii) A Blocked Account Agreement with any depository institution at which a Blocked Account (including the FRF Concentration Primary Blocked Account. On the date that ) is maintained. (iii) A Blocked Account Agreement with any funds are transferred to the FRF Concentration Account, SRLP shall deliver a payment allocation to the Bank Agent and World indicating the respective amounts of such funds constituting (i) amounts collected institution at which any securities or investment account or commodities account is maintained with respect to which the SRLP Retained Receivables or proceeds of other Collateral and (ii) Collections of Private Label Assets. Pursuant to such allocation, the Bank Agent shall apply Borrowers have requested that portion of the funds constituting collections of SRLP Retained Receivables or proceeds of other Collateral to the Bank Claim and shall hold any funds constituting Collections of Private Label Assets in trust for World and immediately transfer such funds to such account as World may instruct in writing. If on any day SRLP has not provided a payment allocation with respect to funds deposited and the Investment Property contained therein constitute Collateral if the Borrower is including the assets maintained therein in the FRF Concentration Account on such daycalculation of Excess Liquidity. (c) No Borrower will establish any DDA hereafter (other than an Exempt DDA) or establish or maintain any securities, such funds shall remain on deposit investment or commodities account in which any Cash or Cash Equivalents are maintained which will be included in the FRF Concentration Accountcalculation of Excess Liquidity unless, until contemporaneous with such time as establishment (A) the applicable payment allocation or with respect to such funds is provided by SRLPsecurities, or (Binvestment and commodities accounts, during such maintenance), the Lead Borrower delivers the following to the Administrative Agent, along with the information specified in Section 6-1(a) World and the Bank Agent shall have agreed in writing upon an allocation of with respect to such funds, it being understood that account: (i) Notification to the depository at which such DDA is established if SRLP the same would have been required pursuant to Section 6-1(b)(i) if the subject DDA were open at the execution of this Agreement. (ii) A Blocked Account Agreement executed on behalf of the depository, securities intermediary or commodities intermediary, as the case may be, at which such DDA is established if the same would have been required pursuant to Section 6-1(b)(ii) or 6-1(b) (iii) if the subject DDA were open at the execution of this Agreement or is a securities or investment account or commodities account with respect to which the Borrowers have requested that such account and the Investment Property contained therein constitute Collateral and the assets therein be permitted to be included in the calculation of Excess Liquidity. (i) The notices referred to in Section 6-1(b)(i) and the Blocked Account Agreements (other than those relating to the Primary Blocked Account or the securities or investment accounts or commodities accounts) shall have failed require: (x) whether or not a Cash Control Event shall exist, and the Borrowers agree to deliver a payment allocation for a period of three Business Dayscause, the Bank Agent and World shall cooperate sweep on each Business Day of all available Receipts to obtain the information necessary to allocate such funds on deposit in the FRF Concentration Primary Blocked Account, and (y) during the existence of a Cash Control Event, to the Concentration Account or to any other account designated from time to time by the Administrative Agent by instruction to the depositary maintaining the Primary Blocked Account. No Borrower shall change such direction or designation except upon and with the prior written consent of the Administrative Agent. (ii) no funds The Blocked Account Agreement relating to the Primary Blocked Account shall be distributed from require, and the FRF Borrowers agree to cause, during the existence of a Cash Control Event, the sweep on each Business Day of all available Receipts to the Concentration Account until either SRLP delivers a payment allocation or to any other account designated from time to time by the Bank Agent and World have agreed in writing upon Administrative Agent, provided that (1) after application of the allocation amount of such funds. For purposes of determining whether specific amounts collected have been received on account of Private Label Assets or on account of SRLP Retained ReceivablesReceipts necessary to satisfy all Liabilities in full (including to provide cash collateral as described in Section 6-5(c)(ii)), the parties hereto agree as follows: All payments made by an Obligor which is obligated Administrative Agent shall return any excess amounts to make payments the Primary Blocked Account on Private Label Assets but is not obligated to make any payments on SRLP Retained Receivables shall be conclusively presumed to be payments on account of Private Label Assetsthe next succeeding Business Day, and all payments made by an Obligor which is obligated to make payments on SRLP Retained Receivables but is not obligated to make any payments on Private Label Assets (2) if no Liabilities are then outstanding, the Administrative Agent shall be conclusively presumed to be payments on account return the full amount of SRLP Receivables. All payments made by an Obligor which is obligated to make payments with respect to both Private Label Assets and SRLP Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference Receipts to the applicable invoice as Primary Blocked Account on the Receivables with respect next succeeding Business Day. During the existence of a Cash Control Event, the Administrative Agent shall have the right to which such payment is made, or, if no such designation is made, such payments shall be applied against direct the oldest outstanding Receivables or portion thereof owed by such Obligor depositary maintaining the Primary Blocked Account to transfer on each Business Day all available Receipts to the extent Concentration Account, subject to the provisions of the preceding sentence. No Borrower shall change such oldest Receivable direction or portion thereof is not in disputedesignation except upon and with the prior written consent of the Administrative Agent. (iii) The Blocked Account Agreements relating to any securities, investment or commodities account shall require, and the Borrowers agree to cause, during the existence of a Cash Control Event, that the Administrative Agent shall have the exclusive right to direct the investments and to liquidate the account or transfer it to the name of the Administrative Agent. No Borrower shall change such direction or designation except upon and with the prior written consent of the Administrative Agent.

Depository Accounts. After the occurrence and during the continuance (a) Annexed hereto as EXHIBIT 7-1 is a Schedule of a Cash Dominion Eventall present DDA's, all amounts deposited in the DDAs and the Blocked Accounts shallwhich Schedule includes, at the option of the Bank Agent, be delivered with respect to the FRF Concentration Account. On the date that any funds are transferred to the FRF Concentration Account, SRLP shall deliver a payment allocation to the Bank Agent and World indicating the respective amounts of such funds constituting each depository (i) amounts collected with respect to the SRLP Retained Receivables or proceeds name and address of other Collateral and that depository; (ii) Collections of Private Label Assets. Pursuant to such allocation, the Bank Agent shall apply that portion account number(s) of the funds constituting collections account(s) maintained with such depository; (iii) if applicable, a contact Person at such depository; and (iv) the telephone number of SRLP Retained Receivables or proceeds of other Collateral the contact Person. (b) The Borrower shall, as a condition to the Bank Claim and shall hold any funds constituting Collections effectiveness of Private Label Assets in trust for World and immediately transfer such funds to such account as World may instruct in writing. If on any day SRLP has not provided a payment allocation with respect to funds deposited in the FRF Concentration Account on such day, such funds shall remain on deposit in the FRF Concentration Account, until such time as (A) the applicable payment allocation with respect to such funds is provided by SRLP, or (B) World and the Bank Agent shall have agreed in writing upon an allocation of such funds, it being understood that this Agreement: (i) if SRLP shall have failed to deliver a payment allocation for a period of three Business Days, the Bank Agent and World shall cooperate to obtain the information necessary to allocate such funds on deposit Establish an account in the FRF Concentration name of, for the benefit of and under the control of, Lender into which all Receipts shall be deposited (the "Blocked Account, and ") (ii) no funds Deliver to Lender proof of the mailing, to each depository institution with which any DDA is maintained (other than the Funding Account or any Local DDA) of notification (in form satisfactory to the Lender) of the Lender's interest in such DDA. In the event that Agent or Borrower shall be distributed from receive notice that any depository at which a DDA is maintained on the FRF Concentration date hereof, or is subsequently established as contemplated under paragraph (c) below, refuses to accept and comply with the notifications delivered by the Borrower to such depository institution of the Lender's interest in such DDA, Borrower will immediately close all DDAs maintained with such depository institution and establish new DDAs with depository institutions which accept and agree to such notifications. (iii) Deliver to Lender an agreement (in form satisfactory to the Lender) with any depository institution at which a Blocked Account until either SRLP is maintained. (c) The Borrower will not establish any DDA hereafter (other than a Local DDA) unless Borrower, contemporaneous with such establishment, the Borrower delivers to the Lender proof of mailing to any such institution, a payment allocation or notification (in form satisfactory to the Bank Agent Lender) of the Lender's interest in such DDA. (d) The Borrower will establish and World have agreed in writing upon the allocation of such funds. For maintain separate accounts exclusively for purposes of determining whether specific amounts collected have been received on account payroll. (e) The contents of Private Label Assets or on account each DDA constitutes Collateral and Proceeds of SRLP Retained ReceivablesCollateral. (f) Upon the request of the Borrower after the End Date, the parties hereto agree as follows: All payments made by an Obligor Lender shall notify the depository institutions with which is obligated to make payments on Private Label Assets but is not obligated to make DDA's are maintained that the Lender no longer retains any payments on SRLP Retained Receivables shall be conclusively presumed to be payments on account of Private Label Assets, and all payments made by an Obligor which is obligated to make payments on SRLP Retained Receivables but is not obligated to make any payments on Private Label Assets shall be conclusively presumed to be payments on account of SRLP Receivables. All payments made by an Obligor which is obligated to make payments with respect to both Private Label Assets and SRLP Receivables shall be applied against the specific Receivables, if any, which are designated by interest in such Obligor by reference to the applicable invoice as the Receivables with respect to which such payment is made, or, if no such designation is made, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent such oldest Receivable or portion thereof is not in disputeDDA's.

Depository Accounts. After the occurrence and during the continuance (a) Annexed hereto as EXHIBIT 7-1 is a Schedule of a Cash Dominion Eventall present DDA’s, all amounts deposited in the DDAs and the Blocked Accounts shallwhich Schedule includes, at the option of the Bank Agent, be delivered with respect to the FRF Concentration Account. On the date that any funds are transferred to the FRF Concentration Account, SRLP shall deliver a payment allocation to the Bank Agent and World indicating the respective amounts of such funds constituting each depository (i) amounts collected with respect to the SRLP Retained Receivables or proceeds name and address of other Collateral and that depository; (ii) Collections of Private Label Assets. Pursuant to such allocation, the Bank Agent shall apply that portion account number(s) of the funds constituting collections account(s) maintained with such depository; (iii) a contact Person at such depository; and (iv) the telephone number of SRLP Retained Receivables or proceeds of other Collateral the contact Person. (b) The Borrowers shall, as a condition to the Bank Claim and shall hold any funds constituting Collections effectiveness of Private Label Assets in trust for World and immediately transfer such funds to such account as World may instruct in writing. If on any day SRLP has not provided a payment allocation with respect to funds deposited in the FRF Concentration Account on such day, such funds shall remain on deposit in the FRF Concentration Account, until such time as (A) the applicable payment allocation with respect to such funds is provided by SRLP, or (B) World and the Bank Agent shall have agreed in writing upon an allocation of such funds, it being understood that this Agreement: (i) if SRLP Establish an account for the benefit of and under the control of, Lender into which all Receipts shall have failed to deliver a payment allocation for a period of three Business Days, be deposited (the Bank Agent and World shall cooperate to obtain the information necessary to allocate such funds on deposit in the FRF Concentration “Blocked Account, and ”) (ii) no funds Deliver to Lender proof of the mailing, to each depository institution with which any DDA is maintained (other than the Funding Account or any Local DDA) of notification (in form satisfactory to the Lender) of the Lender’s interest in such DDA. In the event that the Borrowers shall be distributed from receive notice that any depository at which a DDA is maintained, refuses to accept and comply with the FRF Concentration notifications delivered by the Borrowers to such depository institution of the Lender’s interest in such DDA, Borrowers will immediately close all DDAs maintained with such depository institution and establish new DDAs with depository institutions which accept and agree to such notifications. (iii) Deliver to Lender an agreement (in form satisfactory to the Lender) with any depository institution at which a Blocked Account until either SRLP delivers is maintained. (c) The Borrowers will not establish any DDA hereafter (other than a payment allocation or Local DDA) unless Borrowers, contemporaneous with such establishment, the Bank Agent Borrowers deliver to the Lender proof of mailing to any such institution, a notification (in form satisfactory to the Lender) of the Lender’s interest in such DDA. (d) The Borrowers will establish and World have agreed in writing upon the allocation of such funds. For maintain separate accounts exclusively for purposes of determining whether specific amounts collected have been received on account of Private Label Assets or on account of SRLP Retained Receivables, the parties hereto agree as follows: All payments made by an Obligor which is obligated to make payments on Private Label Assets but is not obligated to make any payments on SRLP Retained Receivables shall be conclusively presumed to be payments on account of Private Label Assets, payroll and all payments made by an Obligor which is obligated to make payments on SRLP Retained Receivables but is not obligated to make any payments on Private Label Assets shall be conclusively presumed to be payments on account of SRLP Receivables. All payments made by an Obligor which is obligated to make payments with respect to both Private Label Assets payroll tax deposits and SRLP Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payment is made, or, if no such designation is made, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent such oldest Receivable or portion thereof is not in disputepayments.

Depository Accounts. After NMLP shall (and shall cause each of the occurrence NMLP Subsidiaries and the other NMLP Loan Parties (except the Excepted Loan Parties) to (i) maintain all operating and other depository accounts, if any, with Fleet National Bank (or any successor thereto) (singly and collectively, including the NMLP Depository Accounts, the "NMLP Accounts"), such NMLP Accounts as of the date hereof listed on Exhibit R, annexed hereto, unless otherwise agreed by Agent in writing, except for the accounts maintained by any of the NMLP Subsidiaries in connection with the GMAC Mortgage Loan, (ii) except for the NMLP Partnership GP's, the NMLP GP, and Xxxxxxx MLP Corp., maintain a minimum of one depository account for each such Person) with Fleet National Bank (or any successor thereto) (singly and collectively, the "NMLP Depository Accounts"), unless otherwise agreed by Agent in writing, (iii) except for the GMAC Borrowers, the NMLP Partnership GP's, the Borrower GP, Xxxxxxx MLP Corp., and the other NMLP Loan Parties (which are not NMLP Subsidiaries) execute and deliver such Cash Management Agreements as Agent shall deem customary and appropriate to provide for terms and conditions satisfactory to the Agent with respect to the use and disbursement of funds in any NMLP Account, and (iv) with respect to the GMAC Borrowers, execute and deliver such NMLP Account disbursement authorizations as the Agent shall deem customary and appropriate to provide for the disbursement by the Agent of any funds in the NMLP Depository Account in the name of any GMAC Borrower to the NMLP Depository Account in the name of NMLP after and during the continuance of a any period in which NMLP fails to comply with the Cash Dominion Event, all amounts deposited Sweep Account Test or any Event of Default. Each of the NMLP Accounts (except those in the DDAs and the Blocked Accounts shallname of any NMLP Partnership, at the option of the Bank Agentany Partially Owned Limited Partnership, Xxxxxxx Capital LLC, or Xxxxxxx Asset Management LLC) shall be delivered subject to the FRF Concentration Account. On the date that any funds are transferred to the FRF Concentration Account, SRLP shall deliver a payment allocation to the Bank Agent Pledge and World indicating the respective amounts of such funds constituting (i) amounts collected with respect to the SRLP Retained Receivables or proceeds of other Collateral and (ii) Collections of Private Label Assets. Pursuant to such allocation, the Bank Agent shall apply that portion of the funds constituting collections of SRLP Retained Receivables or proceeds of other Collateral to the Bank Claim and shall hold any funds constituting Collections of Private Label Assets in trust for World and immediately transfer such funds to such account as World may instruct in writing. If on any day SRLP has not provided a payment allocation with respect to funds deposited in the FRF Concentration Account on such day, such funds shall remain on deposit in the FRF Concentration Account, until such time as (A) the applicable payment allocation with respect to such funds is provided by SRLP, or (B) World and the Bank Agent shall have agreed in writing upon an allocation of such funds, it being understood that (i) if SRLP shall have failed to deliver a payment allocation for a period of three Business Days, the Bank Agent and World shall cooperate to obtain the information necessary to allocate such funds on deposit in the FRF Concentration Account, and (ii) no funds shall be distributed from the FRF Concentration Account until either SRLP delivers a payment allocation or the Bank Agent and World have agreed in writing upon the allocation of such funds. For purposes of determining whether specific amounts collected have been received on account of Private Label Assets or on account of SRLP Retained Receivables, the parties hereto agree as follows: All payments made by an Obligor which is obligated to make payments on Private Label Assets but is not obligated to make any payments on SRLP Retained Receivables shall be conclusively presumed to be payments on account of Private Label Assets, and all payments made by an Obligor which is obligated to make payments on SRLP Retained Receivables but is not obligated to make any payments on Private Label Assets shall be conclusively presumed to be payments on account of SRLP Receivables. All payments made by an Obligor which is obligated to make payments with respect to both Private Label Assets and SRLP Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payment is made, or, if no such designation is made, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent such oldest Receivable or portion thereof is not in disputeSecurity Agreement.

Depository Accounts. After Borrower shall (and shall cause each of the occurrence Borrower Subsidiaries and the other Loan Parties (except the Excepted Loan Parties) to) (i) maintain all operating and other depository accounts, if any, with Fleet National Bank (or any successor thereto) (singly and collectively, including the Depository Accounts, the "Accounts"), such Accounts as of the date hereof listed on Exhibit R, annexed hereto, unless otherwise agreed by Agent in writing, except for the accounts maintained by any of the Borrower Subsidiaries in connection with the GMAC Mortgage Loan, (ii) except for the Participating Limited Partnership GP's, the Borrower GP, and Newkirk MLP Corp., maintain a minimum of one depository account for exxx xxxh Person) with Fleet National Bank (or any successor thereto) (singly and collectively, the "Depository Accounts"), unless otherwise agreed by Agent in writing, (iii) except for the GMAC Borrowers, the Participating Limited Partnership GP's, the Borrower GP, Newkirk MLP Corp., and the other Loan Parties (which are not Borrower Xxxxxxiaries) execute and deliver such cash management agreements (singly and collectively "Cash Management Agreements") as Agent shall deem customary and appropriate to provide for terms and conditions satisfactory to the Agent with respect to the use and disbursement of funds in any Account, and (iv) with respect to the GMAC Borrowers, execute and deliver such Account disbursement authorizations as the Agent shall deem customary and appropriate to provide for the disbursement by the Agent of any funds in the Depository Account in the name of any GMAC Borrower to the Depository Account in the name of the Borrower after and during the continuance of a any period in which the Borrower fails to comply with the Cash Dominion Event, all amounts deposited Sweep Account Test or any Event of Default. Each of the Accounts (except those in the DDAs and the Blocked Accounts shallname of any Participating Limited Partnership, at the option of the Bank Agentany Partially Owned Limited Partnership, be delivered to the FRF Concentration Account. On the date that any funds are transferred to the FRF Concentration Account, SRLP shall deliver a payment allocation to the Bank Agent and World indicating the respective amounts of such funds constituting (i) amounts collected with respect to the SRLP Retained Receivables or proceeds of other Collateral and (ii) Collections of Private Label Assets. Pursuant to such allocation, the Bank Agent shall apply that portion of the funds constituting collections of SRLP Retained Receivables or proceeds of other Collateral to the Bank Claim and shall hold any funds constituting Collections of Private Label Assets in trust for World and immediately transfer such funds to such account as World may instruct in writing. If on any day SRLP has not provided a payment allocation with respect to funds deposited in the FRF Concentration Account on such day, such funds shall remain on deposit in the FRF Concentration Account, until such time as (A) the applicable payment allocation with respect to such funds is provided by SRLPNewkirk Capital LLC, or (BNewkirk Asset Management LLC) World and the Bank Agent shall have agreed in writing upon an allocation of such funds, it being understood that (i) if SRLP shall have failed to deliver a payment allocation for a period of three Business Days, the Bank Agent and World shall cooperate to obtain the information necessary to allocate such funds on deposit in the FRF Concentration Account, and (ii) no funds shall be distributed from the FRF Concentration Account until either SRLP delivers a payment allocation or the Bank Agent subjecx xx xxe Pledge and World have agreed in writing upon the allocation of such funds. For purposes of determining whether specific amounts collected have been received on account of Private Label Assets or on account of SRLP Retained Receivables, the parties hereto agree as follows: All payments made by an Obligor which is obligated to make payments on Private Label Assets but is not obligated to make any payments on SRLP Retained Receivables shall be conclusively presumed to be payments on account of Private Label Assets, and all payments made by an Obligor which is obligated to make payments on SRLP Retained Receivables but is not obligated to make any payments on Private Label Assets shall be conclusively presumed to be payments on account of SRLP Receivables. All payments made by an Obligor which is obligated to make payments with respect to both Private Label Assets and SRLP Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payment is made, or, if no such designation is made, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent such oldest Receivable or portion thereof is not in disputeSecuxxxx Xxreement.