Common use of Depository Accounts Clause in Contracts

Depository Accounts. (a) Annexed hereto as EXHIBIT 7-1 is a Schedule of all present DDA's, which Schedule includes, with respect to each depository (i) the name and address of that depository; (ii) the account number(s) of the account(s) maintained with such depository; (iii) a contact Person at such depository; and (iv) the telephone number of the contact Person. (b) The Borrower shall, as a condition to the effectiveness of this Agreement: (i) Establish an account for the benefit of and under the control of, Lender into which all Receipts shall be deposited (the "Blocked Account") (ii) 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 receive notice that any depository at which a DDA is maintained, 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 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 notification (in form satisfactory to the Lender) of the Lender's interest in such DDA. (d) The Borrower will establish and maintain separate accounts exclusively for purposes of payroll and payroll tax deposits and payments.

Depository Accounts. (a) Annexed hereto as EXHIBIT 7-1 as amended from time to time, is a Schedule of all present DDA's, which Schedule includes, with respect to each depository (i) the name and address of that depository; (ii) the account number(s) of the account(s) maintained with such depository; (iii) a contact Person at such depository; and (iv) the telephone number of the contact Person. (b) The Borrower shall, as a condition to the effectiveness of this Agreement: (i) Establish an account in the name of, for the benefit of and under the control of, Lender into which all Receipts shall be deposited (the "Blocked Account") (ii) 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 Agent or Borrower shall receive notice that any depository at which a DDA is maintainedmaintained on the 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 Lender) with any depository institution at which a Blocked Account 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 notification (in form satisfactory to the Lender) of the Lender's interest in such DDA. (d) The Borrower will establish and maintain separate accounts exclusively for purposes of payroll and payroll tax deposits and payments. (e) The contents of each DDA constitutes Collateral and Proceeds of Collateral.

Depository Accounts. (a) Annexed hereto as EXHIBIT 7-1 is a Schedule of all present DDA's, which Schedule includes, with respect to each depository (i) the name and address of that depository; (ii) the account number(s) of the account(s) maintained with such depository; (iii) if applicable, a contact Person at such depository; and (iv) the telephone number of the contact Person. (b) The Borrower shall, as a condition to the effectiveness of this Agreement: (i) Establish an account in the name of, for the benefit of and under the control of, Lender into which all Receipts shall be deposited (the "Blocked Account") (ii) 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 Agent or Borrower shall receive notice that any depository at which a DDA is maintainedmaintained on the 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 Lender) with any depository institution at which a Blocked Account 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 notification (in form satisfactory to the Lender) of the Lender's interest in such DDA. (d) The Borrower will establish and maintain separate accounts exclusively for purposes of payroll payroll. (e) The contents of each DDA constitutes Collateral and payroll tax deposits and paymentsProceeds of Collateral. (f) Upon the request of the Borrower after the End Date, the Lender shall notify the depository institutions with which DDA's are maintained that the Lender no longer retains any interest in such DDA's.

Depository Accounts. (a) Annexed hereto as EXHIBIT 76-1 is a Schedule Schedule, as of the Closing Date, of all present DDA'sDDAs 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 address of that depository; (ii) the account number(s) of the account(s) maintained with such depository; and (iii) a contact Person person at such depository; and (iv) the telephone number . EXHIBIT 6-1 also includes a schedule of all of the contact PersonBorrowers' 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 shallshall deliver the following to the Administrative Agent, as a condition to the effectiveness of this Agreement: (i) Establish an account for the benefit Notification, executed on behalf of and under the control of, Lender into which all Receipts shall be deposited (the "Blocked Account") (ii) Deliver to Lender proof of the mailingeach Borrower, to each depository institution with which any DDA is maintained (other than any Exempt DDA and the Funding Account or any Local DDA) of notification (Blocked Accounts), in form satisfactory to the Lender) Administrative Agent of the LenderAdministrative Agent's interest in such DDA. In the event DDA (it being acknowledged that the Borrower Administrative Agent shall receive notice that any depository at which a DDA is maintained, refuses to accept and comply with the send such notifications delivered by the Borrower to such depository institution of depositary institutions and 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 Borrowers shall not be required to such notificationsdo so). (iiiii) Deliver to Lender an agreement (in form satisfactory to the Lender ) A Blocked Account Agreement with any depository institution at which a Blocked Account (including the Primary Blocked Account) is maintained. (iii) A Blocked Account Agreement with any institution at which any securities or investment account or commodities account is maintained with respect to which the Borrowers have requested that such account and the Investment Property contained therein constitute Collateral if the Borrower is including the assets maintained therein in the calculation of Excess Liquidity. (c) The No Borrower will not establish any DDA hereafter (other than a Local an Exempt DDA) unless Borroweror establish or maintain any securities, investment or commodities account in which any Cash or Cash Equivalents are maintained which will be included in the calculation of Excess Liquidity unless, contemporaneous with such establishmentestablishment (or with respect to such securities, investment and commodities accounts, during such maintenance), the Lead Borrower delivers the following to the Lender proof of mailing Administrative Agent, along with the information specified in Section 6-1(a) with respect to any such institution, a notification account: (in form satisfactory i) Notification to the Lenderdepository at which such DDA is established if the same would have been required pursuant to Section 6-1(b)(i) if the subject DDA were open at the execution of the Lender's interest in such DDAthis Agreement. (dii) 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 require: (x) whether or not a Cash Control Event shall exist, and the Borrowers agree to cause, the sweep on each Business Day of all available Receipts to the 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 will establish shall change such direction or designation except upon and maintain separate accounts exclusively for purposes with the prior written consent of payroll the Administrative Agent. (ii) The Blocked Account Agreement relating to the Primary Blocked Account shall require, and payroll tax deposits the 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 or to any other account designated from time to time by the Administrative Agent, provided that (1) after application of the amount of such Receipts necessary to satisfy all Liabilities in full (including to provide cash collateral as described in Section 6-5(c)(ii)), the Administrative Agent shall return any excess amounts to the Primary Blocked Account on the next succeeding Business Day, and payments(2) if no Liabilities are then outstanding, the Administrative Agent shall return the full amount of such Receipts to the Primary Blocked Account on the next succeeding Business Day. During the existence of a Cash Control Event, the Administrative Agent shall have the right to direct the depositary maintaining the Primary Blocked Account to transfer on each Business Day all available Receipts to the Concentration Account, subject to the provisions of the preceding sentence. No Borrower shall change such direction or designation 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. Borrower shall (aand shall cause each of the Borrower Subsidiaries and the other Loan Parties (except the Excepted Loan Parties) Annexed hereto 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 EXHIBIT 7-1 is a Schedule of all present DDAthe 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 e▇▇▇ ▇▇▇h 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 Schedule includes, are not Borrower ▇▇▇▇▇▇iaries) 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 each depository (i) the name use and address disbursement of that depository; (ii) the account number(s) of the account(s) maintained with such depository; (iii) a contact Person at such depository; funds in any Account, and (iv) with respect to the telephone number 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 contact Person. (b) The Borrower shall, as a condition to after and during the effectiveness continuance of this Agreement: (i) Establish an account for the benefit of and under the control of, Lender into any period in which all Receipts shall be deposited (the "Blocked Account") (ii) 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 receive notice that any depository at which a DDA is maintained, refuses fails to accept and comply with the notifications delivered by the Borrower to such depository institution Cash Sweep Account Test or any Event of Default. Each of the Lender's interest Accounts (except those in such DDAthe name of any Participating Limited Partnership, Borrower will immediately close all DDAs maintained with such depository institution any Partially Owned Limited Partnership, Newkirk Capital LLC, or Newkirk Asset Management LLC) shall be subjec▇ ▇▇ ▇▇e Pledge and establish new DDAs with depository institutions which accept and agree to such notificationsSecu▇▇▇▇ ▇▇reement. (iii) Deliver to Lender an agreement (in form satisfactory to the Lender ) with any depository institution at which a Blocked Account 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 notification (in form satisfactory to the Lender) of the Lender's interest in such DDA. (d) The Borrower will establish and maintain separate accounts exclusively for purposes of payroll and payroll tax deposits and payments.

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 (ai) Annexed hereto as EXHIBIT 7-1 is a Schedule of all present DDA's, which Schedule includes, amounts collected with respect to each depository 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 name Bank Agent and address of that depository; 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 number(s) of Private Label Assets or on account of SRLP Retained Receivables, the account(s) maintained 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 depository; (iii) a contact Person at such depository; and (iv) the telephone number of the contact Person. (b) The Borrower shall, as a condition Obligor by reference to the effectiveness of this Agreement: (i) Establish an account for applicable invoice as the benefit of and under the control ofReceivables with respect to which such payment is made, Lender into which all Receipts or, if no such designation is made, such payments shall be deposited (applied against the "Blocked Account") (ii) Deliver to Lender proof of the mailing, to each depository institution with which any DDA is maintained (other than the Funding Account oldest outstanding Receivables or any Local DDA) of notification (in form satisfactory portion thereof owed by such Obligor to the Lender) of the Lender's interest extent such oldest Receivable or portion thereof is not in such DDA. In the event that the Borrower shall receive notice that any depository at which a DDA is maintained, 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 notificationsdispute. (iii) Deliver to Lender an agreement (in form satisfactory to the Lender ) with any depository institution at which a Blocked Account 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 notification (in form satisfactory to the Lender) of the Lender's interest in such DDA. (d) The Borrower will establish and maintain separate accounts exclusively for purposes of payroll and payroll tax deposits and payments.

Depository Accounts. NMLP shall (aand shall cause each of the NMLP Subsidiaries and the other NMLP Loan Parties (except the Excepted Loan Parties) Annexed hereto 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 EXHIBIT 7of 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 ▇▇▇▇▇▇▇ MLP Corp., maintain a minimum of one depository account for each such Person) with either the Administrative Agent or the Deposit Account Co-1 is a Schedule of all present DDA'sAgent (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, ▇▇▇▇▇▇▇ MLP Corp., and the other NMLP Loan Parties (which Schedule includes, 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 each depository (i) the name use and address disbursement of that depository; (ii) the account number(s) of the account(s) maintained with such depository; (iii) a contact Person at such depository; funds in any NMLP Account, and (iv) with respect to the telephone number 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 contact Person. NMLP after and during the continuance of any period in which there is any Event of Default. Each of the NMLP Accounts (bexcept those in the name of any NMLP Partnership as to which there remains unpaid any First Mortgage Debt or Other Second Mortgage Debt, any Partially Owned Limited Partnership, ▇▇▇▇▇▇▇ Capital LLC, or ▇▇▇▇▇▇▇ Asset Management LLC) The Borrower shall, as a condition shall be subject to the effectiveness of this NMLP Deposit Account Pledge and Security Agreement: (i) Establish an account for the benefit of and under the control of, Lender into which all Receipts shall be deposited (the "Blocked Account") (ii) 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 receive notice that any depository at which a DDA is maintained, 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 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 notification (in form satisfactory to the Lender) of the Lender's interest in such DDA. (d) The Borrower will establish and maintain separate accounts exclusively for purposes of payroll and payroll tax deposits and payments.

Depository Accounts. NMLP shall (aand shall cause each of the NMLP Subsidiaries and the other NMLP Loan Parties (except the Excepted Loan Parties) Annexed hereto 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 EXHIBIT 7-1 is a Schedule of all present DDAthe 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 ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ MLP Corp., and the other NMLP Loan Parties (which Schedule includes, 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 each depository (i) the name use and address disbursement of that depository; (ii) the account number(s) of the account(s) maintained with such depository; (iii) a contact Person at such depository; funds in any NMLP Account, and (iv) the telephone number of the contact Person. (b) The Borrower shall, as a condition with respect to the effectiveness of this Agreement: (i) Establish an account GMAC Borrowers, execute and deliver such NMLP Account disbursement authorizations as the Agent shall deem customary and appropriate to provide for the benefit disbursement by the Agent of and under any funds in the control of, Lender into which all Receipts shall be deposited (NMLP Depository Account in the "Blocked Account") (ii) Deliver to Lender proof name 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 GMAC Borrower to the Lender) NMLP Depository Account in the name of NMLP after and during the Lender's interest continuance of any period in such DDA. In the event that the Borrower shall receive notice that any depository at which a DDA is maintained, refuses NMLP fails to accept and comply with the notifications delivered by the Borrower to such depository institution Cash Sweep Account Test or any Event of Default. Each of the Lender's interest NMLP Accounts (except those in such DDAthe name of any NMLP Partnership, 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. (iiiany Partially Owned Limited Partnership, ▇▇▇▇▇▇▇ Capital LLC, or ▇▇▇▇▇▇▇ Asset Management LLC) Deliver to Lender an agreement (in form satisfactory shall be subject to the Lender ) with any depository institution at which a Blocked Account is maintainedPledge and Security Agreement. (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 notification (in form satisfactory to the Lender) of the Lender's interest in such DDA. (d) The Borrower will establish and maintain separate accounts exclusively for purposes of payroll and payroll tax deposits and payments.