Common use of Collection Account; Release Account Clause in Contracts

Collection Account; Release Account. (a) The Property Manager shall establish and maintain one or more separate accounts in the name of the Indenture Trustee for the benefit of the Noteholders and the Insurers, for the collection of payments on and other amounts received in respect of the Leases, the Mortgaged Properties and the Mortgage Loans (collectively, the “Collection Account”), which shall be established in such manner and with the type of depository institution (the “Collection Account Bank”) specified in this Agreement. The Collection Account shall be an Eligible Account. If the Property Manager is Spirit Finance, the Property Manager shall establish and maintain the Collection Account at a Collection Account Bank designated by the Indenture Trustee and the Indenture Trustee shall have the sole right of withdrawal from such account. If the Property Manager is not Spirit Finance or another Affiliate of the Issuers, the Collection Account shall be subject to an Account Control Agreement among the applicable Issuers, the Property Manager, the Indenture Trustee and the Collection Account Bank. The Property Manager shall deposit or cause to be deposited in the Collection Account, within two (2) Business Days after receipt, the following payments and collections received or made by or on behalf of the Property Manager on or after the later of the applicable Transfer Date (other than payments due before the applicable Transfer Date), or, in the case of collections and payments to the Lockbox Account, on each Business Day, the Property Manager shall instruct each Lockbox Account Bank to transfer the following payments and collections deposited in the Lockbox Account prior to the end of such Business Day (A) to the Lockbox Transfer Account and, within one Business Day thereafter from the Lockbox Transfer Account into the Collection Account or (B) directly into the Collection Account, in each case, immediately after such funds have been identified, cleared and become available in accordance with the policies of the Lockbox Account Bank: (i) all payments on account of Monthly Lease Payments, Monthly Loan Payments and, so long as an Early Amortization Event has occurred and is continuing, Excess Cashflow; (ii) all payments of other amounts payable by the Obligors on the Leases and the Mortgage Loans, including without limitation Yield Maintenance Premiums; (iii) all Property Insurance Proceeds and Condemnation Proceeds (other than proceeds paid to the related Borrower or Tenant as required by Loan Documents or Lease Documents, as applicable, proceeds applied to the restoration or remediation of property or otherwise in accordance with the Servicing Standard) and all Liquidation Proceeds; (iv) all cash proceeds from the release or substitution of any Mortgage Loan or Mortgaged Property to the extent not deposited into the Release Account; and all cash proceeds from the release or substitution of any Mortgage Loan or Mortgaged Property transferred from the Release Account to the Collection Account pursuant to Section 3.05(b) and all proceeds representing earnings on investments in the Release Account (including interest on any Permitted Investments) made with such proceeds; (v) any amounts required to be deposited into the Collection Account pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket hazard insurance policy; (vi) any amounts received on account of payments under the Guaranties, the Purchase and Sale Agreements, the Performance Undertakings or the Environmental Indemnity Agreements; and (vii) any other amounts required to be so deposited under this Agreement. The Property Manager shall not make any withdrawals from the Collection Account except in accordance with this Section 3.04 and Section 3.05(a) hereof. The Collection Account shall be maintained as a segregated account, separate and apart from trust funds created for certificates, bonds or notes of other series serviced by and the other accounts of the Property Manager. Upon receipt of any of the amounts described above with respect to any Specially Serviced Asset, the Special Servicer shall promptly but in no event later than the second Business Day after receipt, remit such amounts to the Property Manager for deposit into the Collection Account in accordance with the first paragraph of this Section 3.04(a), unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited therein because of a restrictive endorsement or other reasonably appropriate reason. The Property Manager shall not deposit into the Collection Account any collections allocated to Companion Loans, any Additional Servicing Compensation, amounts received on account of Excess Cashflow (so long as no Early Amortization Event has occurred and is continuing), Sales Tax Deposits, Escrow Payments, Lease Security Deposits, amounts received as reimbursement for any cost paid by the Issuers as lessors or lenders under the Leases or Mortgage Loans, as applicable, amounts collected by or on behalf of the Issuers and held in escrow or impound as lenders or lessors to pay future obligations or other amounts specified herein. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Property Manager and shall deliver promptly, but in no event later than one (1) Business Day after receipt, any such check to the Property Manager by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other reasonably appropriate reason. The funds held in the Collection Account may be held as cash or invested in Permitted Investments in accordance with the provisions of Section 3.06(a). Any interest or other income earned on funds in the Collection Account will be added to the Available Amount. (b) The Property Manager shall establish and maintain at a bank designated by the Indenture Trustee a segregated account in the name of the Indenture Trustee for the deposit of cash proceeds from the sale of any Mortgage Loan or Mortgaged Property (the “Release Account”). The Release Account shall be an Eligible Account. The funds held in the Release Account may be held as cash or invested in Permitted Investments in accordance with the provisions of Section 3.06(b). The Release Account and the amounts on deposit therein will be pledged to the Indenture Trustee under the Indenture. The Property Manager will deposit or cause to be deposited in the Release Account, on the date of receipt, any cash proceeds from the sale of any Mortgage Loan or Mortgaged Property.

Collection Account; Release Account. (a) The Property Manager shall establish and maintain one or more separate accounts in the name of the Indenture Trustee for the benefit of the Noteholders and the InsurersNoteholders, for the collection of payments on and other amounts received in respect of the Leases, the Mortgaged Properties and the Mortgage Loans (collectively, the “Collection Account”), which shall be established in such manner and with the type of depository institution (the “Collection Account Bank”) specified in this AgreementAgreement that permits the Collection Account to be an Eligible Account. The Collection Account shall be an Eligible Account. If the Property Manager is Spirit FinanceRealty, the Property Manager shall establish and maintain the Collection Account at a Collection Account Bank designated by at the Indenture Trustee and the Indenture Trustee shall have the sole right of withdrawal from such account; provided, that the Property Manager shall be permitted to make withdrawals from such Collection Account to the extent expressly permitted under the terms hereof. If the Property Manager is not Spirit Finance Realty or another Affiliate of the Issuers, the Collection Account shall be subject to an Account Control Agreement among the applicable Issuers, the Property Manager, the Indenture Trustee and the Collection Account Bank. The Unless otherwise expressly required hereunder, the Property Manager shall deposit or cause to be deposited in the Collection Account, (i) other than payments and collections deposited into a Lockbox Account, within two (2) Business Days after receipt, the following payments and collections received or made by or on behalf of the Property Manager on or after the later of the applicable Transfer Date (other than payments due before the applicable Transfer Date), or, ) and (ii) in the case of collections and payments to the deposited into a Lockbox Account, on each Business Dayin accordance with the Lockbox Transfer Requirements, the Property Manager shall instruct each Lockbox Account Bank to transfer the following payments and collections deposited in the Lockbox Account prior to the end of such Business Day (A) to the Lockbox Transfer Account and, within one Business Day thereafter from the Lockbox Transfer Account into the Collection Account or (B) directly into the Collection Account, in each case, immediately after such funds have been identified, cleared and become available in accordance with the policies of the Lockbox Account Bank: (i) all payments on account of Monthly Lease Payments, Monthly Loan Payments and, so long as an Early Amortization Event or Sweep Period has occurred and is continuing, Excess Cashflow; (ii) all payments of other amounts payable by the Obligors on the Leases and the Mortgage Loans, including without limitation Yield Maintenance Premiums; (iii) all Property Insurance Proceeds and Proceeds, Condemnation Proceeds (other than proceeds paid to the related Borrower or Tenant as required by Loan Documents or Lease Documents, as applicable, proceeds applied to the restoration or remediation of property or otherwise released in accordance with the Servicing Standard) and all Liquidation Proceeds; (iv) all cash proceeds and other amounts (other than Insurance Proceeds and REO Revenues) from the release or substitution of any Mortgage Loan or Mortgaged Property to the extent not deposited into the Release Account; and all cash proceeds from the release or substitution of any Mortgage Loan or Mortgaged Property transferred from the Release Account to the Collection Account pursuant to Section 3.05(b) and all proceeds representing earnings on investments in the Release Account (including interest on any Permitted Investments) made with such proceeds; (v) any amounts required to be deposited into the Collection Account pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket hazard insurance policy; (vi) any amounts received on account of payments under the Guaranties, the Purchase and Sale Property Transfer Agreements, the Performance Undertakings or the Environmental Indemnity Agreements; (vii) all REO Revenues; and (viiviii) any other amounts required to be so deposited under this Agreement. The Except as expressly permitted hereunder, the Property Manager shall not make any withdrawals from the Collection Account except in accordance with this Section 3.04 and Section 3.05(a) hereof. The Collection Account shall be maintained as a segregated account, separate and apart from trust funds created for certificates, bonds or notes of other series of notes (other than any Series) serviced by and the other accounts of the Property Manager. Upon direct receipt by the Special Servicer of any of the amounts described above with respect to any Specially Serviced AssetAsset or the Mortgaged Property or REO Property relating thereto, the Special Servicer shall promptly but in no event later than the second Business Day after receiptreceipt (or, if later, the date on which such amounts are available to the Special Servicer), remit such amounts to the Property Manager for deposit into the Collection Account in accordance with the first paragraph of this Section 3.04(a), unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited therein because of a restrictive endorsement or other reasonably appropriate reason. The Property Manager shall not deposit (or cause to be deposited) into the Collection Account or the Lockbox Transfer Account any collections allocated to Companion Loans, any Additional Servicing Compensation, amounts received on account of Excess Cashflow (so long as no Early Amortization Event or Sweep Period has occurred and is continuing), Sales Tax Deposits, Escrow Payments, Lease Security Deposits, amounts received as reimbursement for any cost paid by the Issuers as lessors or lenders under the Leases or Mortgage Loans, as applicable, amounts collected by or on behalf of the Issuers and held in escrow or impound as lenders or lessors to pay future obligations or other amounts specified that the Property Manager is not required to deposit into the Collection Account as expressly set forth herein. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Property Manager and shall deliver promptly, but in no event later than one (1) Business Day after receipt, any such check to the Property Manager by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other reasonably appropriate reason. The funds held in the Collection Account may be held as cash or invested in Permitted Investments in accordance with the provisions of Section 3.06(a). Any interest or other income earned on funds in the Collection Account will be added to the Available Amount. (b) The Property Manager shall establish and maintain at a bank designated by the Indenture Trustee a segregated account in the name of the Indenture Trustee for the deposit of cash proceeds from the sale of any Mortgage Loan or Mortgaged Property or receipt of any Balloon Payments or Principal Prepayments (the “Release Account”). The Release Account shall be an Eligible Account. The funds held in the Release Account may be held as cash or invested in Permitted Investments in accordance with the provisions of Section 3.06(b). The Release Account and the amounts on deposit therein will be pledged to the Indenture Trustee under the Indenture. The Property Manager will deposit or cause to be deposited in the Release Account, on the date of receipt, Account any cash proceeds from the sale of any Mortgage Loan or Mortgaged PropertyProperty and any Balloon Payments or Principal Prepayments received in connection with any Mortgage Loan within one Business Day after such funds have been identified, cleared and become available.

Collection Account; Release Account. (a) The Property Manager shall establish and maintain one or more separate accounts in the name of the Indenture Trustee for the benefit of the Noteholders and the Insurers, for the collection of payments on and other amounts received in respect of the Leases, the Mortgaged Properties and the Mortgage Loans (collectively, the “Collection Account”), which shall be established in such manner and with the type of depository institution (the “Collection Account Bank”) specified in this Agreement. The Collection Account shall be an Eligible Account. If the Property Manager is Spirit Finance, the Property Manager shall establish and maintain the Collection Account at a Collection Account Bank designated by the Indenture Trustee and the Indenture Trustee shall have the sole right of withdrawal from such account. If the Property Manager is not Spirit Finance or another Affiliate of the IssuersIssuer, the Collection Account shall be subject to an Account Control Agreement among the applicable IssuersIssuer, the Property Manager, the Indenture Trustee and the Collection Account Bank. The Property Manager shall deposit or cause to be deposited in the Collection Account, within two (2) Business Days after receipt, the following payments and collections received or made by or on behalf of the Property Manager on or after the later of the applicable Transfer Date (other than payments due before the applicable Transfer Date), or, in the case of collections and payments to the Lockbox Account, on each Business Day, the Property Manager shall instruct each Lockbox Account Bank to transfer the following payments and collections deposited in the Lockbox Account prior to the end of such Business Day (A) to the Lockbox Transfer Account and, within one Business Day thereafter from the Lockbox Transfer Account into the Collection Account or (B) directly into the Collection Account, in each case, immediately after such funds have been identified, cleared and become available in accordance with the policies of the Lockbox Account Bank: (i) all payments on account of Monthly Lease Payments, Monthly Loan Payments and, and so long as an Early Amortization Event has occurred and is continuing, continuing Excess Cashflow; (ii) all payments of other amounts payable by the Obligors on the Leases and the Mortgage Loans, including without limitation Yield Maintenance Premiums; (iii) all Property Insurance Proceeds and Condemnation Proceeds (other than proceeds paid to the related Borrower or Tenant as required by Loan Documents or Lease Documents, as applicable, proceeds applied to the restoration or remediation of property applicable or otherwise in accordance with the Servicing Standard) and all Liquidation Proceedscash proceeds and other amounts received and retained in connection with the liquidation of any Mortgage Loan, Mortgaged Property or Lease relating to a Specially Serviced Asset; (iv) all cash proceeds from the release or substitution of any Mortgage Loan or Mortgaged Property to the extent not deposited into the Release Account; and all cash proceeds from the release or substitution of any Mortgage Loan or Mortgaged Property transferred from the Release Account to the Collection Account pursuant to Section 3.05(b) and all proceeds representing earnings on investments in the Release Account (including interest on any Permitted Investments) made with such proceeds; (v) any amounts required to be deposited into the Collection Account pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket hazard insurance policy; (vi) any amounts received on account of payments under the Guaranties, the Purchase and Sale Agreements, the Performance Undertakings Undertaking or the an Environmental Indemnity AgreementsAgreement; and (vii) any other amounts required to be so deposited under this Agreement. The Property Manager shall not make any withdrawals from the Collection Account except in accordance with this Section 3.04 and Section 3.05(a) hereof. The Collection Account shall be maintained as a segregated account, separate and apart from trust funds created for certificates, bonds or notes of other series serviced by and the other accounts of the Property Manager. Upon receipt of any of the amounts described above with respect to any Specially Serviced Asset, the Special Servicer shall promptly but in no event later than the second Business Day after receipt, remit such amounts to the Property Manager for deposit into the Collection Account in accordance with the first paragraph of this Section 3.04(a), unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited therein because of a restrictive endorsement or other reasonably appropriate reason. The Property Manager shall not deposit into the Collection Account any collections allocated to Companion Loans, any Additional Servicing Compensation, amounts received on account of Excess Cashflow (so long as no Early Amortization Event has occurred and is continuing), Sales Tax Deposits, Escrow Payments, Lease Security Deposits, amounts received as reimbursement for any cost paid by the Issuers Issuer (other than as lessors a Property Protection Advance, Emergency Property Expense or lenders a Collateral Pool Expense) as lessor or lender under the Leases Lease or Mortgage LoansLoan, as applicable, amounts collected by or on behalf of the Issuers Issuer and held in escrow or impound as lenders lender or lessors lessor to pay future obligations or other amounts specified herein. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Property Manager and shall deliver promptly, but in no event later than one (1) Business Day after receipt, any such check to the Property Manager by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other reasonably appropriate reason. The funds held in the Collection Account may be held as cash or invested in Permitted Investments in accordance with the provisions of Section 3.06(a). Any interest or other income earned on funds in the Collection Account will be added to the Available Amount. (b) The Property Manager shall establish and maintain at a bank designated by the Indenture Trustee a segregated account in the name of the Indenture Trustee for the deposit of cash proceeds from the sale of any Mortgage Loan or Mortgaged Property (the “Release Account”). The Release Account shall be an Eligible Account. The funds held in the Release Account may be held as cash or invested in Permitted Investments in accordance with the provisions of Section 3.06(b). The Release Account and the amounts on deposit therein will be pledged to the Indenture Trustee under the Indenture. The Property Manager will deposit or cause to be deposited in the Release Account, on the date of receipt, any cash proceeds from the sale of any Mortgage Loan or Mortgaged Property.

Collection Account; Release Account. (a) The Property Manager shall establish and maintain one or more separate accounts in the name of the Indenture Trustee for the benefit of the Noteholders and the InsurersNoteholders, for the collection of payments on and other amounts received in respect of the Leases, the Mortgaged Properties and the Mortgage Loans (collectively, the “Collection Account”), which shall be established in such manner and with the type of depository institution (the “Collection Account Bank”) specified in this AgreementAgreement that permits the Collection Account to be an Eligible Account. The Collection Account shall be an Eligible Account. If the Property Manager is Spirit FinanceRealty, the Property Manager shall establish and maintain the Collection Account at a Collection Account Bank designated by at the Indenture Trustee and the Indenture Trustee shall have the sole right of withdrawal from such account; provided, that the Property Manager shall be permitted to make withdrawals from such Collection Account to the extent expressly permitted under the terms hereof. If the Property Manager is not Spirit Finance Realty or another Affiliate of the Issuers, the Collection Account shall be subject to an Account Control Agreement among the applicable Issuers, the Property Manager, the Indenture Trustee and the Collection Account Bank. The Property Manager shall deposit or cause to be deposited in the Collection Account, (i) other than payments and collections deposited into a Lockbox Account, within two (2) Business Days after receipt, the following payments and collections received or made by or on behalf of the Property Manager on or after the later of the applicable Transfer Date (other than payments due before the applicable Transfer Date), or, ) and (ii) in the case of collections and payments to the deposited into a Lockbox Account, on each Business Dayin accordance with the Lockbox Transfer Requirements, the Property Manager shall instruct each Lockbox Account Bank to transfer the following payments and collections deposited in the Lockbox Account prior to the end of such Business Day (A) to the Lockbox Transfer Account and, within one Business Day thereafter from the Lockbox Transfer Account into the Collection Account or (B) directly into the Collection Account, in each case, immediately after such funds have been identified, cleared and become available in accordance with the policies of the Lockbox Account Bank: (i) all payments on account of Monthly Lease Payments, Monthly Loan Payments and, so long as an Early Amortization Event, Series Post ARD Event or Sweep Period has occurred and is continuing, Excess Cashflow; (ii) all payments of other amounts payable by the Obligors on the Leases and the Mortgage Loans, including without limitation Yield Maintenance Premiums; (iii) all Property Insurance Proceeds and Condemnation Proceeds (other than proceeds paid to the related Borrower or Tenant as required by Loan Documents or Lease Documents, as applicable, proceeds applied to the restoration or remediation of property or otherwise in accordance with the Servicing Standard) and all Liquidation Proceeds; (iv) all cash proceeds and other amounts (other than Insurance Proceeds and REO Revenues) from the release or substitution of any Mortgage Loan or Mortgaged Property to the extent not deposited into the Release Account; and all cash proceeds from the release or substitution of any Mortgage Loan or Mortgaged Property transferred from the Release Account to the Collection Account pursuant to Section 3.05(b) and all proceeds representing earnings on investments in the Release Account (including interest on any Permitted Investments) made with such proceeds; (v) any amounts required to be deposited into the Collection Account pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket hazard insurance policy; (vi) any amounts received on account of payments under the Guaranties, the Purchase and Sale Property Transfer Agreements, the Performance Undertakings or the Environmental Indemnity Agreements; and (vii) all REO Revenues; (viii) any other amounts required to be so deposited under this Agreement. The Except as expressly permitted hereunder, the Property Manager shall not make any withdrawals from the Collection Account except in accordance with this Section 3.04 and Section 3.05(a) hereof. The Collection Account shall be maintained as a segregated account, separate and apart from trust funds created for certificates, bonds or notes of other series of notes (other than any Series) serviced by and the other accounts of the Property Manager. Upon direct receipt by the Special Servicer of any of the amounts described above with respect to any Specially Serviced AssetAsset or the Mortgaged Property or REO Property relating thereto, the Special Servicer shall promptly but in no event later than the second Business Day after receiptreceipt (or, if later, the date on which such amounts are available to the Special Servicer), remit such amounts to the Property Manager for deposit into the Collection Account in accordance with the first paragraph of this Section 3.04(a), unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited therein because of a restrictive endorsement or other reasonably appropriate reason. The Property Manager shall not deposit (or cause to be deposited) into the Collection Account or the Lockbox Transfer Account any collections allocated to Companion Loans, any Additional Servicing Compensation, amounts received on account of Excess Cashflow (so long as no Early Amortization Event, Series Post ARD Event or Sweep Period has occurred and is continuing), Sales Tax Deposits, Escrow Payments, Lease Security Deposits, amounts received as reimbursement for any cost paid by the Issuers as lessors or lenders under the Leases or Mortgage Loans, as applicable, amounts collected by or on behalf of the Issuers and held in escrow or impound as lenders or lessors to pay future obligations or other amounts specified that the Property Manager is not required to deposit into the Collection Account as expressly set forth herein. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Property Manager and shall deliver promptly, but in no event later than one (1) Business Day after receipt, any such check to the Property Manager by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other reasonably appropriate reason. The funds held in the Collection Account may be held as cash or invested in Permitted Investments in accordance with the provisions of Section 3.06(a). Any interest or other income earned on funds in the Collection Account will be added to the Available Amount. (b) The Property Manager shall establish and maintain at a bank designated by the Indenture Trustee a segregated account in the name of the Indenture Trustee for the deposit of cash proceeds from the sale of any Mortgage Loan or Mortgaged Property or receipt of any Balloon Payments or Principal Prepayments (the “Release Account”). The Release Account shall be an Eligible Account. The funds held in the Release Account may be held as cash or invested in Permitted Investments in accordance with the provisions of Section 3.06(b). The Release Account and the amounts on deposit therein will be pledged to the Indenture Trustee under the Indenture. The Property Manager will deposit or cause to be deposited in the Release Account, on the date of receipt, any cash proceeds from the sale of any Mortgage Loan or Mortgaged PropertyProperty and any Balloon Payments or Principal Prepayments received in connection with any Mortgage Loan.