Common use of Depository Accounts Clause in Contracts

Depository Accounts. NMLP shall (and shall cause each of the 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 ▇▇▇▇▇▇▇ 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 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 any period in which NMLP fails to comply with the Cash Sweep Account Test or any Event of Default. Each of the NMLP Accounts (except those in the name of any NMLP Partnership, any Partially Owned Limited Partnership, ▇▇▇▇▇▇▇ Capital LLC, or ▇▇▇▇▇▇▇ Asset Management LLC) shall be subject to the Pledge and Security Agreement.

Depository Accounts. NMLP shall (a) Annexed hereto as EXHIBIT 7.1 is a Schedule of all present DDA's and shall cause Investment Accounts, which includes, with respect to each of the NMLP Subsidiaries and the other NMLP Loan Parties (except the Excepted Loan Parties) to depository (i) maintain all operating the name 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 address 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, that depository; (ii) except for the NMLP Partnership GP's, account number(s) of the NMLP GP, account(s) maintained with such depository; 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 a contact person at such depository. Borrower shall provide prompt written notice to the GMAC Borrowers, Agent of the NMLP Partnership GP's, opening or closing of any DDAs and Investment Accounts made by Borrower in accordance with the provisions of this Agreement and such notice shall serve to update EXHIBIT 7.1. (b) The Borrower GP, ▇▇▇▇▇▇▇ MLP Corp., and shall deliver 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 following to the Agent with respect to the use and disbursement of funds in any NMLP Accounteach DDA, 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 if required by the Agent (in respect of any funds in clause (b)(i) of this Section, made after the NMLP Depository Account in the name of any GMAC Borrower to the NMLP Depository Account in the name of NMLP after occurrence and during the continuance of any period in which NMLP fails to comply with the Cash Sweep Account Test or any an Event of Default. Each ): (i) Notification, executed on behalf of the NMLP Accounts Borrower, to each depository institution with which any DDA is maintained (except those other than any Exempt DDA and the Blocked Account), in form satisfactory to the name Agent of the Agent's interest in such DDA. (ii) A Blocked Account Agreement with any NMLP Partnershipdepository institution at which either of the following conditions applies: (A) Both any DDA (other than the Operating Account) and the Operating Account is maintained. (B) A Blocked Account is maintained. (c) The Borrower will not establish any DDA hereafter (other than an Exempt DDA) unless, any Partially Owned Limited Partnershipcontemporaneous with such establishment, ▇▇▇▇▇▇▇ Capital LLCthe Borrower delivers, if required by the Agent, the following to the Agent: (i) With respect to DDAs that are not Blocked Accounts, the Operating Account, or ▇▇▇▇▇▇▇ Asset Management LLCExempt DDA’s, notification to the depository at which such DDA is established if the same would have been required pursuant to Section 7.1(b)(i) if the subject DDA were open at the execution of this Agreement; (ii) With respect to DDAs that are Blocked Accounts, a Blocked Account Agreement executed on behalf of the depository at which such DDA is established if the same would have been required pursuant to Section 7.1(b)(ii) if the DDA were open at the execution of this Agreement. (d) Notwithstanding anything contained herein to the contrary, the Borrower (i) shall be subject deliver a Control Agreement to the Pledge Agent with respect to each Investment Account existing as of the date hereof within ninety (90) days of the Closing Date, except as to the Investment Account maintained as of the Closing Date with Bank of America or its Affiliates, which shall be delivered as of the Closing Date, and Security Agreement(ii) shall not establish any Investment Account hereafter unless, contemporaneous with such establishment, the Borrower delivers a Control Agreement to the Agent, executed by the institution at which such Investment Account is maintained.

Depository Accounts. NMLP shall (and shall cause a) Annexed hereto as EXHIBIT 7-1 is a Schedule of all present DDA's, which Schedule includes, with respect to each of the NMLP Subsidiaries and the other NMLP Loan Parties (except the Excepted Loan Parties) to depository (i) maintain all operating the name 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 address 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, that depository; (ii) except for the NMLP Partnership GP's, account number(s) of the NMLP GP, and ▇▇▇▇▇▇▇ MLP Corp., maintain a minimum of one depository account for each account(s) maintained with such Person) with Fleet National Bank (or any successor thereto) (singly and collectively, the "NMLP Depository Accounts"), unless otherwise agreed by Agent in writing, depository; (iii) except for the GMAC Borrowersif applicable, the NMLP Partnership GP's, the Borrower GP, ▇▇▇▇▇▇▇ MLP Corp., and the other NMLP Loan Parties (which are not NMLP Subsidiaries) execute and deliver a contact Person at 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, depository; and (iv) with respect the telephone number of the contact Person. (b) The Borrower shall, as a condition 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 effectiveness of any funds in the NMLP Depository Account 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 GMAC Borrower DDA is maintained (other than the Funding Account or any Local DDA) of notification (in form satisfactory to the NMLP Depository Account Lender) of the Lender's interest in such DDA. In the name of NMLP after event that Agent or Borrower shall receive notice that any depository at which a DDA is maintained on the date hereof, or is subsequently established as contemplated under paragraph (c) below, refuses to accept and during the continuance of any period in which NMLP fails to comply with the Cash Sweep Account Test or any Event of Default. Each notifications delivered by the Borrower to such depository institution of the NMLP Accounts 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. (except those iii) Deliver to Lender an agreement (in the name of any NMLP Partnership, any Partially Owned Limited Partnership, ▇▇▇▇▇▇▇ Capital LLC, or ▇▇▇▇▇▇▇ Asset Management LLC) shall be subject form satisfactory to the Pledge 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 Security Agreementmaintain separate accounts exclusively for purposes of payroll. (e) The contents of each DDA constitutes Collateral and Proceeds 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. NMLP shall (and shall cause a) Annexed hereto as EXHIBIT 7-1 is a Schedule of all present DDA’s, which Schedule includes, with respect to each of the NMLP Subsidiaries and the other NMLP Loan Parties (except the Excepted Loan Parties) to depository (i) maintain all operating the name 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 address 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, that depository; (ii) except for the NMLP Partnership GP's, account number(s) of the NMLP GP, and ▇▇▇▇▇▇▇ MLP Corp., maintain a minimum of one depository account for each account(s) maintained with such Person) with Fleet National Bank (or any successor thereto) (singly and collectively, the "NMLP Depository Accounts"), unless otherwise agreed by Agent in writing, depository; (iii) except for the GMAC Borrowers, the NMLP Partnership GP's, the Borrower GP, ▇▇▇▇▇▇▇ MLP Corp., and the other NMLP Loan Parties (which are not NMLP Subsidiaries) execute and deliver a contact Person at 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, depository; and (iv) with respect the telephone number of the contact Person. (b) The Borrowers shall, as a condition to the GMAC Borrowers, execute and deliver such NMLP Account disbursement authorizations as the Agent shall deem customary and appropriate to provide effectiveness of this Agreement: (i) Establish an account for the disbursement by benefit of and under the Agent 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 funds DDA is maintained (other than the Funding Account or any Local DDA) of notification (in the NMLP Depository Account in the name of any GMAC Borrower form satisfactory to the NMLP Depository Account Lender) of the Lender’s interest in such DDA. In the name of NMLP after event that the Borrowers shall receive notice that any depository at which a DDA is maintained, refuses to accept and during the continuance of any period in which NMLP fails to comply with the Cash Sweep Account Test or any Event of Default. Each notifications delivered by the Borrowers to such depository institution of the NMLP Accounts 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. (except those iii) Deliver to Lender an agreement (in the name of any NMLP Partnership, any Partially Owned Limited Partnership, ▇▇▇▇▇▇▇ Capital LLC, or ▇▇▇▇▇▇▇ Asset Management LLC) shall be subject form satisfactory to the Pledge Lender) with any depository institution at which a Blocked Account is maintained. (c) The Borrowers will not establish any DDA hereafter (other than a Local DDA) unless Borrowers, contemporaneous with such establishment, the 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 Security Agreementmaintain separate accounts exclusively for purposes of payroll and payroll tax deposits and payments.

Depository Accounts. NMLP shall (and shall cause each of After the 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 ▇▇▇▇▇▇▇ 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 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 occurrence and during the continuance of any period a Cash Dominion Event, all amounts deposited in which NMLP fails to comply with the Cash Sweep Account Test or any Event of Default. Each DDAs and the Blocked Accounts shall, at the option of the NMLP Accounts 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 (except those 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 name of any NMLP PartnershipFRF Concentration Account on such day, any Partially Owned Limited Partnershipsuch funds shall remain on deposit in the FRF Concentration Account, ▇▇▇▇▇▇▇ Capital LLCuntil such time as (A) the applicable payment allocation with respect to such funds is provided by SRLP, or ▇▇▇▇▇▇▇ Asset Management LLC(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 subject 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 Pledge and Security Agreementapplicable 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. NMLP Borrower shall (and shall cause each of the NMLP Borrower Subsidiaries and the other NMLP Loan Parties (except the Excepted Loan Parties) to 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 Borrower Subsidiaries in connection with the GMAC Mortgage Loan, (ii) except for the NMLP Participating Limited Partnership GP's, the NMLP Borrower GP, and ▇▇▇▇▇▇▇ Newkirk MLP Corp., maintain a minimum of one depository account for each such e▇▇▇ ▇▇▇h 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 Participating Limited Partnership GP's, the Borrower GP, Newkirk MLP Corp., and the other Loan Parties (which are not Borrower ▇▇▇▇▇▇▇ MLP Corp., and the other NMLP Loan Parties (which are not NMLP Subsidiariesiaries) execute and deliver such cash management agreements (singly and collectively "Cash Management Agreements 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 the Borrower after and during the continuance of any period in which NMLP the Borrower fails to comply with the Cash Sweep Account Test or any Event of Default. Each of the NMLP Accounts (except those in the name of any NMLP Participating Limited Partnership, any Partially Owned Limited Partnership, ▇▇▇▇▇▇▇ Newkirk Capital LLC, or ▇▇▇▇▇▇▇ Newkirk Asset Management LLC) shall be subject to the subjec▇ ▇▇ ▇▇e Pledge and Security AgreementSecu▇▇▇▇ ▇▇reement.

Depository Accounts. NMLP shall (and shall cause 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 of the NMLP Subsidiaries and the other NMLP Loan Parties (except the Excepted Loan Parties) to depository (i) maintain all operating the name 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 address 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, that depository; (ii) except for the NMLP Partnership GP's, account number(s) of the NMLP GP, and ▇▇▇▇▇▇▇ MLP Corp., maintain a minimum of one depository account for each account(s) maintained with such Person) with Fleet National Bank (or any successor thereto) (singly and collectively, the "NMLP Depository Accounts"), unless otherwise agreed by Agent in writing, depository; (iii) except for the GMAC Borrowers, the NMLP Partnership GP's, the Borrower GP, ▇▇▇▇▇▇▇ MLP Corp., and the other NMLP Loan Parties (which are not NMLP Subsidiaries) execute and deliver a contact Person at 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, depository; and (iv) with respect the telephone number of the contact Person. (b) The Borrower shall, as a condition 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 effectiveness of any funds in the NMLP Depository Account 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 GMAC Borrower DDA is maintained (other than the Funding Account or any Local DDA) of notification (in form satisfactory to the NMLP Depository Account Lender) of the Lender's interest in such DDA. In the name of NMLP after event that Agent or Borrower shall receive notice that any depository at which a DDA is maintained on the date hereof, or is subsequently established as contemplated under paragraph (c) below, refuses to accept and during the continuance of any period in which NMLP fails to comply with the Cash Sweep Account Test or any Event of Default. Each notifications delivered by the Borrower to such depository institution of the NMLP Accounts 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. (except those iii) Deliver to Lender an agreement (in the name of any NMLP Partnership, any Partially Owned Limited Partnership, ▇▇▇▇▇▇▇ Capital LLC, or ▇▇▇▇▇▇▇ Asset Management LLC) shall be subject form satisfactory to the Pledge 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 Security Agreementmaintain 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. NMLP shall (and shall cause each a) Annexed hereto as EXHIBIT 6-1 is a Schedule, as of the NMLP Subsidiaries and Closing Date, of all present DDAs of the other NMLP Loan Parties (except Borrowers which are either the Excepted Loan Parties) 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) maintain 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 at such depository. EXHIBIT 6-1 also includes a schedule of all operating of the Borrowers' investment or securities accounts and other depository accounts, if any, with Fleet National Bank (or any successor thereto) (singly and collectively, including commodities accounts which the NMLP Depository Accounts, the "NMLP Accounts"), such NMLP Accounts Borrowers have requested be subject to a Blocked Account Agreement as of the date hereof listed Closing Date. (b) The Lead Borrower shall deliver the following to the Administrative Agent, as a condition to the effectiveness of this Agreement: (i) Notification, executed on Exhibit Rbehalf of each Borrower, annexed heretoto each depository institution with which any DDA is maintained (other than any Exempt DDA and the Blocked Accounts), unless otherwise agreed by in form satisfactory to the Administrative Agent in writing, except for the accounts maintained by any of the NMLP Subsidiaries Administrative Agent's interest in connection with such DDA (it being acknowledged that the GMAC Mortgage Loan, Administrative Agent shall send such notifications to such depositary institutions and the Borrowers shall not be required to do so). (ii) except for A Blocked Account Agreement with any depository institution at which a Blocked Account (including the NMLP Partnership GP's, the NMLP GP, and ▇▇▇▇▇▇▇ MLP Corp., maintain a minimum of one depository account for each such PersonPrimary Blocked Account) with Fleet National Bank (or any successor thereto) (singly and collectively, the "NMLP Depository Accounts"), unless otherwise agreed by Agent in writing, is maintained. (iii) except for A Blocked Account Agreement with any institution at which any securities or investment account or commodities account is maintained with respect to which the GMAC BorrowersBorrowers 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) No Borrower will establish any DDA hereafter (other than an Exempt DDA) or 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 establishment (or with respect to such securities, investment and commodities accounts, during such maintenance), the NMLP Partnership GP'sLead Borrower delivers the following to the Administrative Agent, along with the Borrower GPinformation specified in Section 6-1(a) with respect to such account: (i) Notification to the depository 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 this Agreement. (ii) A Blocked Account Agreement executed on behalf of the depository, ▇▇▇▇▇▇▇ MLP Corp.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 other NMLP Loan Parties (which are not NMLP Subsidiaries) execute and deliver such Cash Management Agreements as Agent shall deem customary and appropriate Borrowers agree to provide for terms and conditions satisfactory cause, the sweep on each Business Day of all available Receipts to the Agent with respect to the use and disbursement of funds in any NMLP Primary Blocked Account, and (ivy) with respect during the existence of a Cash Control Event, to the GMAC BorrowersConcentration 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) The Blocked Account Agreement relating to the Primary Blocked Account shall require, execute and deliver 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 NMLP Account disbursement authorizations 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 deem customary return any excess amounts to the Primary Blocked Account on the next succeeding Business Day, and appropriate (2) if no Liabilities are then outstanding, the Administrative Agent shall return the full amount of such Receipts to provide for the disbursement by 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 funds in securities, investment or commodities account shall require, and the NMLP Depository Account in 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 any GMAC the Administrative Agent. No Borrower to the NMLP Depository Account in the name of NMLP after shall change such direction or designation except upon and during the continuance of any period in which NMLP fails to comply with the Cash Sweep Account Test or any Event of Default. Each prior written consent of the NMLP Accounts (except those in the name of any NMLP Partnership, any Partially Owned Limited Partnership, ▇▇▇▇▇▇▇ Capital LLC, or ▇▇▇▇▇▇▇ Asset Management LLC) shall be subject to the Pledge and Security AgreementAdministrative Agent.

Depository Accounts. NMLP shall (and shall cause a) Annexed hereto as EXHIBIT 7-1 is a Schedule of all present DDA's, which Schedule includes, with respect to each of the NMLP Subsidiaries and the other NMLP Loan Parties (except the Excepted Loan Parties) to depository (i) maintain all operating the name 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 address 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, that depository; (ii) except for the NMLP Partnership GP's, account number(s) of the NMLP GP, and ▇▇▇▇▇▇▇ MLP Corp., maintain a minimum of one depository account for each account(s) maintained with such Person) with Fleet National Bank (or any successor thereto) (singly and collectively, the "NMLP Depository Accounts"), unless otherwise agreed by Agent in writing, depository; (iii) except for the GMAC Borrowers, the NMLP Partnership GP's, the Borrower GP, ▇▇▇▇▇▇▇ MLP Corp., and the other NMLP Loan Parties (which are not NMLP Subsidiaries) execute and deliver a contact Person at 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, depository; and (iv) with respect the telephone number of the contact Person. (b) The Borrower shall, as a condition to the GMAC Borrowers, execute and deliver such NMLP Account disbursement authorizations as the Agent shall deem customary and appropriate to provide effectiveness of this Agreement: (i) Establish an account for the disbursement by benefit of and under the Agent 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 funds DDA is maintained (other than the Funding Account or any Local DDA) of notification (in the NMLP Depository Account in the name of any GMAC Borrower form satisfactory to the NMLP Depository Account Lender) of the Lender's interest in such DDA. In the name of NMLP after event that the Borrower shall receive notice that any depository at which a DDA is maintained, refuses to accept and during the continuance of any period in which NMLP fails to comply with the Cash Sweep Account Test or any Event of Default. Each notifications delivered by the Borrower to such depository institution of the NMLP Accounts 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. (except those iii) Deliver to Lender an agreement (in the name of any NMLP Partnership, any Partially Owned Limited Partnership, ▇▇▇▇▇▇▇ Capital LLC, or ▇▇▇▇▇▇▇ Asset Management LLC) shall be subject form satisfactory to the Pledge 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 Security Agreementmaintain separate accounts exclusively for purposes of payroll and payroll tax deposits and payments.

Depository Accounts. NMLP shall (and shall cause each of the 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 either the Administrative Agent or the Deposit Account Co-Agent (or any successor thereto) (singly and collectively, including the NMLP Depository AccountsAccounts 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’s, the NMLP GP, and ▇▇▇▇▇▇▇ MLP Corp., maintain a minimum of one depository account for each such Person) with Fleet National Bank 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’s, the Borrower GP, ▇▇▇▇▇▇▇ 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 any period in which NMLP fails to comply with the Cash Sweep Account Test or there is any Event of Default. Each of the NMLP Accounts (except those in the name of any NMLP PartnershipPartnership 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) shall be subject to the NMLP Deposit Account Pledge and Security Agreement.