Exchange Reserve Account. (a) In connection with any Exchange Program established pursuant to a Master Exchange Agreement, Property Manager shall instruct the Indenture Trustee to, and the Indenture Trustee shall, establish and maintain a segregated account in the name of the Indenture Trustee (the “Exchange Reserve Account”). The Exchange Reserve Account shall be an Eligible Account. Initially, the Exchange Reserve Account bank shall be Citibank, N.A. If the Exchange Reserve Account is not maintained in accordance with this Section 7.11, then the Property Manager shall, within five (5) Business Days of obtaining knowledge of such fact, provide written notice to the Indenture Trustee, and, upon receipt of such notice, the Indenture Trustee shall establish a new Exchange Reserve Account that complies with this Section 7.11 and transfer into the new Exchange Reserve Account all funds from the non-qualifying Exchange Reserve Account. With respect to each such Exchange, STORE Capital shall deposit or cause to be deposited into the Exchange Reserve Account, Exchange Cash Collateral in accordance with this Section 7.11. Proceeds received in connection with the sale of an Excluded Asset may, in STORE Capital’s discretion, be transferred to the Exchange Account; provided, however, that unless such Excluded Asset has been added to the Collateral Pool as a Qualified Substitute Property, STORE Capital shall not be required to make an equivalent deposit into the Exchange Reserve Account for any Excluded Asset whose sale proceeds have been deposited into the Exchange Account. (b) If on any Determination Date, in connection with a transfer of a Released Property to the Qualified Intermediary pursuant to Section 7.10 and the applicable Master Exchange Agreement (i) there are Relinquished Property Proceeds in the Exchange Account or (ii) there will be Relinquished Property Proceeds in the Exchange Account after giving effect to such transfer (at any time, the amount deposited into the Exchange Account, the “Exchange Amount”), in each case STORE Capital shall deposit an equivalent amount into the Exchange Reserve Account (any such amounts deposited into the Exchange Reserve Account, the “Exchange Cash Collateral”). (c) At any time that the Exchange Amounts are reduced to zero, the Indenture Trustee shall transfer all of the Exchange Cash Collateral to STORE Capital; provided, that STORE Capital has delivered an Officer’s Certificate to the Indenture Trustee, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, certifying that the Exchange Amounts have been reduced to zero; provided, further that if an Early Amortization Period is in effect, all amounts on deposit in the Exchange Reserve Account shall be immediately transferred as Unscheduled Proceeds to the Collection Account and applied as Unscheduled Principal Payments on the Payment Date following the commencement of such Early Amortization Period. (d) On or before any Required Transfer Instruction Date, the Property Manager or the Special Servicer shall deliver a notice to the Indenture Trustee, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, stating the Required Transfer Instruction Date and the amount of Relinquished Property Proceeds that are required to be transferred from the Exchange Account to the Release Account pursuant to the terms of the applicable Master Exchange Agreement and the Escrow Agreement. If such Relinquished Property Proceeds are not deposited into the Release Account on or before the third (3rd) Business Day following such Required Transfer Instruction Date (such Relinquished Property Proceeds, the “Delayed Proceeds”), an amount equal to the lesser of (i) such Delayed Proceeds and (ii) the then-current amount of Exchange Cash Collateral will be transferred from the Exchange Reserve Account to the Collection Account and treated as Unscheduled Proceeds (the date of such transfer, the “Exchange Reserve Transfer Date”). (e) If, following the Exchange Reserve Transfer Date, the related Delayed Proceeds are transferred from the Exchange Account to the Release Account, and an Early Amortization Period is not then in effect, the amount of such Delayed Proceeds will be reduced by the amount of such Exchange Cash Collateral (such amount as reduced, the “Adjusted Delayed Proceeds”) and (i) such Adjusted Delayed Proceeds will remain in the Release Account and (ii) the excess of the amounts of such Delayed Proceeds over the Adjusted Delayed Proceeds will be remitted to STORE Capital. For the avoidance of doubt, if an Early Amortization Period is in effect, all Delayed Proceeds deposited into the Release Account shall immediately be transferred to the Collection Account and treated as Unscheduled Proceeds.
Appears in 3 contracts
Samples: Property Management and Servicing Agreement (Store Capital LLC), Eighth Amended and Restated Property Management and Servicing Agreement (Store Capital LLC), Indenture Agreement (STORE CAPITAL Corp)
Exchange Reserve Account. (a) In connection with any Exchange Program established pursuant to a Master Exchange Agreement, Property Manager shall instruct the Indenture Trustee Account Bank to, and the Indenture Trustee shall, Account Bank shall establish and maintain a segregated account in the name of the Indenture Trustee Administrative Agent (the “Exchange Reserve Account”). The Exchange Reserve Account shall be an Eligible Account. Initially, the Exchange Reserve Account bank shall be Citibank, N.A. If the Exchange Reserve Account is not maintained in accordance with this Section 7.11, then the Property Manager shall, within five (5) Business Days of obtaining knowledge of such fact, provide written notice to the Indenture TrusteeAdministrative Agent, and, upon receipt of such notice, the Indenture Trustee Administrative Agent shall establish a new Exchange Reserve Account that complies with this Section 7.11 and transfer into the new Exchange Reserve Account all funds from the non-qualifying Exchange Reserve Account. With respect to each such Exchange, STORE Capital the Company shall deposit or cause to be deposited into the Exchange Reserve Account, Exchange Cash Collateral in accordance with this Section 7.11. Proceeds received in connection with the sale of an Excluded Asset may, in STORE Capitalthe Company’s discretion, be transferred to the Exchange Reserve Account; provided, however, that unless such Excluded Asset has been added to the Collateral Pool pool as a Qualified Substitute Property, STORE Capital the Company shall not be required to make an equivalent deposit into the Exchange Reserve Account for any Excluded Asset whose sale proceeds have been deposited into the Exchange Account.
(b) If on any Determination Date, in connection with a transfer of a Released Property to the Qualified Intermediary pursuant to Section 7.10 and the applicable Master Exchange Agreement (i) there are Relinquished Property Proceeds in the Exchange Account or (ii) there will be Relinquished Property Proceeds in the Exchange Account after giving effect to such transfer (at any time, the amount deposited into the Exchange Account, the “Exchange Amount”), in each case STORE Capital the Company shall deposit an equivalent amount into the Exchange Reserve Account (any such amounts deposited into the Exchange Reserve Account, the “Exchange Cash Collateral”).
(c) At any time that the Exchange Amounts are reduced to zero, the Indenture Trustee Administrative Agent shall transfer all of the Exchange Cash Collateral to STORE Capitalthe Company; provided, that STORE Capital the Company has delivered an Officer’s Certificate to the Indenture TrusteeAdministrative Agent, upon which the Indenture Trustee Administrative Agent shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, certifying that the Exchange Amounts have been reduced to zero; provided, further that if an Early Amortization Period is in effect, all amounts on deposit in the Exchange Reserve Account shall be immediately transferred as Unscheduled Proceeds to the Collection Account and applied as Unscheduled Principal Payments part of the Available Amount on the Payment Date following the commencement of such Early Amortization Period.
(d) On or before any Required Transfer Instruction Date, the Property Manager or the Special Servicer shall deliver a notice to the Indenture TrusteeAdministrative Agent, upon which the Indenture Trustee Administrative Agent shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, stating the Required Transfer Instruction Date and the amount of Relinquished Property Proceeds that are required to be transferred from the Exchange Account to the Release Account pursuant to the terms of the applicable Master Exchange Agreement and the Escrow Agreement. If such Relinquished Property Proceeds are not deposited into the Release Account on or before the third (3rd) Business Day following such Required Transfer Instruction Date (such Relinquished Property Proceeds, the “Delayed Proceeds”), an amount equal to the lesser of (i) such Delayed Proceeds and (ii) the then-current amount of Exchange Cash Collateral will be transferred from the Exchange Reserve Account to the Collection Account and treated as Unscheduled Proceeds (the date of such transfer, the “Exchange Reserve Transfer Date”).
(e) If, following the Exchange Reserve Transfer Date, the related Delayed Proceeds are transferred from the Exchange Account to the Release Account, and an Early Amortization Period is not then in effect, the amount of such Delayed Proceeds will be reduced by the amount of such Exchange Cash Collateral (such amount as reduced, the “Adjusted Delayed Proceeds”) and (i) such Adjusted Delayed Proceeds will remain in the Release Account and (ii) the excess of the amounts of such Delayed Proceeds over the Adjusted Delayed Proceeds will be remitted to STORE Capital. For the avoidance of doubt, if an Early Amortization Period is in effect, all Delayed Proceeds deposited into the Release Account shall immediately be transferred to the Collection Account and treated as Unscheduled ProceedsCompany.
Appears in 1 contract
Samples: Property Management and Servicing Agreement (STORE CAPITAL Corp)
Exchange Reserve Account. (a) In connection with any Exchange Program established pursuant to a Master Exchange Agreement, Property the Issuer Manager shall instruct the Indenture Trustee to, and the Indenture Trustee shall, establish and maintain a segregated account in the name of the Indenture Trustee (the “an Exchange Reserve Account”). The Exchange Reserve Account shall be an Eligible Account. Initially, the Exchange Reserve Account bank shall be Citibank, N.A. If the Exchange Reserve Account is not maintained in accordance with this Section 7.1135, then the Property Manager shall, within five (5) Business Days of obtaining knowledge of such fact, provide written notice to the Indenture Trustee, and, upon receipt of such notice, the Indenture Trustee shall establish a new Exchange Reserve Account that complies with this Section 7.11 35 and transfer into the new Exchange Reserve Account all funds from the non-qualifying Exchange Reserve Account. With respect to each such Exchange, STORE Capital the Issuer Manager shall deposit or cause to be deposited into the Exchange Reserve Account, Exchange Cash Collateral in accordance with this Section 7.1135.
(b) To the extent the Issuer Manager deposits any proceeds into the Exchange Account, the Issuer will only be required to deposit Excess Exchange Amounts into the Exchange Reserve Account. Any such funds deposited in the Exchange Reserve Account shall be an obligation of the Issuer and shall not constitute an Advance by the Issuer Manager. In the event Release Proceeds received are deposited into the Exchange Account in connection with the sale of an Excluded Asset mayExchange Program, in STORE Capital’s discretion, be transferred to the Exchange Account; provided, however, that unless such Excluded Asset has been added to the Collateral Pool as a Qualified Substitute Property, STORE Capital shall not Issuer Manager will be required to make an equivalent deposit into the Exchange Reserve Account for any Excluded Asset whose sale proceeds have been deposited into only an amount in excess of the Exchange Account.
(b) If on any Determination Date, in connection with a transfer of a Released Property to the Qualified Intermediary pursuant to Section 7.10 and the applicable Master Exchange Agreement (i) there are Relinquished Property Proceeds in the Exchange Account or (ii) there will be Relinquished Property Proceeds in the Exchange Account after giving effect to such transfer (at any time, the amount deposited into the Exchange Account, the “Exchange Amount”), in each case STORE Capital shall deposit an equivalent amount into the Exchange Reserve Account Threshold (any such amounts amount deposited into the Exchange Reserve Account, the “Exchange Cash Collateral”).
(c) At any time that the Excess Exchange Amounts are reduced to zerobelow the Exchange Threshold, the Indenture Trustee shall transfer all of the Exchange Cash Collateral to STORE Capitalthe Issuer Manager; provided, that STORE Capital the Issuer Manager has delivered an Officer’s Certificate to the Indenture Trustee, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, certifying that the Excess Exchange Amounts have been reduced to zerobelow the Exchange Threshold; provided, further that if an Early Amortization Period is in effect, all amounts on deposit in the Exchange Reserve Account shall be immediately transferred as Unscheduled Proceeds to the Collection Account and applied as Unscheduled Principal Payments on the Payment Date following the commencement of such Early Amortization Period.
(d) On or before any Required Transfer Instruction Date, the Property Manager or the Special Servicer shall deliver a notice to the Indenture Trustee, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, stating the Required Transfer Instruction Date and the amount of Relinquished Property Proceeds that are required to be transferred from the Exchange Account to the Release Account pursuant to the terms of the applicable Master Exchange Agreement and the Escrow Agreement. If such Relinquished Property Proceeds are not deposited into the Release Account on or before the third (3rd) Business Day following such Required Transfer Instruction Date (such Relinquished Property Proceeds, the “Delayed Proceeds”), an amount equal to the lesser of (i) such Delayed Proceeds and (ii) the then-current amount of Exchange Cash Collateral will be transferred from the Exchange Reserve Account to the Collection Account and treated as Unscheduled Proceeds (the date of such transfer, the “Exchange Reserve Transfer Date”).
(e) If, following the Exchange Reserve Transfer Date, the related Delayed Proceeds are transferred from the Exchange Account to the Release Account, and an Early Amortization Period is not then in effect, the amount of such Delayed Proceeds will be reduced by the amount of such Exchange Cash Collateral (such amount as reduced, the “Adjusted Delayed Proceeds”) and (i) such Adjusted Delayed Proceeds will remain in the Release Account and (ii) the excess of the amounts of such Delayed Proceeds over the Adjusted Delayed Proceeds will be remitted to STORE Capital. For the avoidance of doubt, if an Early Amortization Period is in effect, all Delayed Proceeds deposited into the Release Account shall immediately be transferred to the Collection Account and treated as Unscheduled Proceeds.
Appears in 1 contract
Samples: Property Management Agreement (Cim Real Estate Finance Trust, Inc.)
Exchange Reserve Account. (a) In connection with any Exchange Program established pursuant to the event that STORE Capital enters into a Master Exchange Agreement, Property Manager shall instruct the Indenture Trustee to, and the Indenture Trustee shall, establish and maintain a segregated account in the name of the Indenture Trustee (the “Exchange Reserve Account”). The Exchange Reserve Account shall be an Eligible Account. Initially, the Exchange Reserve Account bank shall be Citibank, N.A. If the Exchange Reserve Account is not maintained in accordance with this Section 7.11, then the Property Manager shall, within five (5) Business Days of obtaining knowledge of such fact, provide written notice to the Indenture Trustee, and, upon receipt of such notice, the Indenture Trustee shall establish a new Exchange Reserve Account that complies with this Section 7.11 and transfer into the new Exchange Reserve Account all funds from the non-qualifying Exchange Reserve Account. With respect to each such “Exchange” as defined in the Master Exchange Agreement, STORE Capital shall deposit or cause to be deposited into the Exchange Reserve Account, Exchange Cash Collateral in accordance with this Section 7.11. Proceeds received in connection with the sale of an Excluded Asset may, in STORE Capital’s discretion, be transferred to the Exchange Account; provided, however, that unless such Excluded Asset has been added to the Collateral Pool as a Qualified Substitute Property, STORE Capital shall not be required to make an equivalent deposit into the Exchange Reserve Account for any Excluded Asset whose sale proceeds have been deposited into the Exchange Account.
(b) If on any Determination Date, in connection with a transfer of a Released Property to the Qualified Intermediary pursuant to Section 7.10 and the applicable Master Exchange Agreement (i) there are Relinquished Property Proceeds in the Exchange Account or (ii) there will be Relinquished Property Proceeds in the Exchange Account after giving effect to such transfer (at any time, the amount deposited into the Exchange Account, the “Exchange Amount”), in each case STORE Capital shall deposit an equivalent amount into the Exchange Reserve Account (any such amounts deposited into the Exchange Reserve Account, the “Exchange Cash Collateral”).
(c) At any time that the Exchange Amounts are reduced to zero, the Indenture Trustee shall transfer all of the Exchange Cash Collateral to STORE Capital; provided, that STORE Capital has delivered an Officer’s Certificate to the Indenture Trustee, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, certifying that the Exchange Amounts have been reduced to zero; provided, further that if an Early Amortization Period is in effect, all amounts on deposit in the Exchange Reserve Account shall be immediately transferred as Unscheduled Proceeds to the Collection Account and applied as Unscheduled Principal Payments on the Payment Date following the commencement of such Early Amortization Period.
(d) On or before any Required Transfer Instruction Date, the Property Manager or the Special Servicer shall deliver a notice to the Indenture Trustee, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, stating the Required Transfer Instruction Date and the amount of Relinquished Property Proceeds that are required to be transferred from the Exchange Account to the Release Account pursuant to the terms of the applicable Master Exchange Agreement and the Escrow Agreement. If such Relinquished Property Proceeds are not deposited into the Release Account on or before the third (3rd) Business Day following such Required Transfer Instruction Date (such Relinquished Property Proceeds, the “Delayed Proceeds”), an amount equal to the lesser of (i) such Delayed Proceeds and (ii) the then-current amount of Exchange Cash Collateral will be transferred from the Exchange Reserve Account to the Collection Account and treated as Unscheduled Proceeds (the date of such transfer, the “Exchange Reserve Transfer Date”).
(e) If, following the Exchange Reserve Transfer Date, the related Delayed Proceeds are transferred from the Exchange Account to the Release Account, and an Early Amortization Period is not then in effect, the amount of such Delayed Proceeds will be reduced by the amount of such Exchange Cash Collateral (such amount as reduced, the “Adjusted Delayed Proceeds”) and (i) such Adjusted Delayed Proceeds will remain in the Release Account and (ii) the excess of the amounts of such Delayed Proceeds over the Adjusted Delayed Proceeds will be remitted to STORE Capital. For the avoidance of doubt, if an Early Amortization Period is in effect, all Delayed Proceeds deposited into the Release Account shall immediately be transferred to the Collection Account and treated as Unscheduled Proceeds.
Appears in 1 contract
Samples: Property Management and Servicing Agreement (STORE CAPITAL Corp)
Exchange Reserve Account. (a) In connection with any Exchange Program established pursuant SCF Realty Capital shall deposit or cause to a Master Exchange Agreementbe deposited, Property Manager shall instruct the Indenture Trustee to, and the Indenture Trustee shall, establish and maintain in a segregated account in the name of the Indenture Trustee (the “Exchange Reserve Account”), Exchange Cash Collateral in accordance with this Section 7.10. The Exchange Reserve Account shall be an Eligible Account. Initially, the Exchange Reserve Account bank shall be Citibank, N.A. If the Exchange Reserve Account is not maintained in accordance with this Section 7.11, then the Property Manager shall, within five (5) Business Days of obtaining knowledge of such fact, provide written notice to the Indenture Trustee, and, upon receipt of such notice, the Indenture Trustee shall establish a new Exchange Reserve Account that complies with this Section 7.11 and transfer into the new Exchange Reserve Account all funds from the non-qualifying Exchange Reserve Account. With respect to each such Exchange, STORE Capital shall deposit or cause to be deposited into the Exchange Reserve Account, Exchange Cash Collateral in accordance with this Section 7.11. Proceeds received in connection with the sale of an Excluded Asset may, in STORE Capital’s discretion, be transferred to the Exchange Account; provided, however, that unless such Excluded Asset has been added to the Collateral Pool as a Qualified Substitute Property, STORE Capital shall not be required to make an equivalent deposit into the Exchange Reserve Account for any Excluded Asset whose sale proceeds have been deposited into the Exchange Account.N.A.
(b) If (i) on any Determination Date, the amount of Relinquished Property Proceeds in the Exchange Account exceeds the Exchange Threshold or (ii) in connection with a transfer of a Released Property to the Qualified Intermediary pursuant to Section 7.10 and 7.09(a) the applicable Master Exchange Agreement (i) there are amount of Relinquished Property Proceeds in the Exchange Account or (ii) there will be Relinquished Property Proceeds in would exceed the Exchange Account Threshold after giving effect to such transfer (at any time, the amount deposited into the Exchange Account, the “Exchange Amount”)transfer, in each case STORE SCF Realty Capital shall deposit an equivalent amount the applicable Excess Exchange Amount, if any, into the Exchange Reserve Account (any such amounts deposited into the Exchange Reserve Account, the “Exchange Cash Collateral”).
(c) At any time that the Excess Exchange Amounts are reduced to zero, the Indenture Trustee shall transfer all of the Exchange Cash Collateral to STORE SCF Realty Capital; provided, that STORE SCF Realty Capital has delivered an Officer’s Certificate to the Indenture Trustee, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, certifying that the Excess Exchange Amounts have been reduced to zero; provided, further that if an Early Amortization Period is in effect, all amounts on deposit in the Exchange Reserve Account shall be immediately transferred as Unscheduled Proceeds to the Collection Account and applied as Unscheduled Principal Payments on the Payment Date following the commencement of such Early Amortization Period.
(d) On or before any Required Transfer Instruction Date, the Property Manager or the Special Servicer shall deliver a notice to the Indenture Trustee, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, stating the Required Transfer Instruction Date and the amount of Relinquished Property Proceeds that are required to be transferred from the Exchange Account to the Release Account pursuant to the terms of the applicable Master Exchange Agreement and the Escrow Agreement. If such Relinquished Property Proceeds are not deposited into the Release Account on or before the third (3rd) Business Day following such Required Transfer Instruction Date (such Relinquished Property Proceeds, the “Delayed Proceeds”), an amount equal to the lesser of (i) such Delayed Proceeds and (ii) the then-current amount of Exchange Cash Collateral will be transferred from the Exchange Reserve Account to the Collection Account and treated as Unscheduled Proceeds (the date of such transfer, the “Exchange Reserve ERA Transfer Date”).
(e) If, following the Exchange Reserve ERA Transfer Date, the related Delayed Proceeds are transferred from the Exchange Account to the Release Account, and an Early Amortization Period is not then in effect, the amount of such Delayed Proceeds will be reduced by the amount of such Exchange Cash Collateral (such amount as reduced, the “Adjusted Delayed Proceeds”) and (i) such Adjusted Delayed Proceeds will remain in the Release Account and (ii) the excess of the amounts of such Delayed Proceeds over the Adjusted Delayed Proceeds will be remitted to STORE SCF Realty Capital. For the avoidance of doubt, if an Early Amortization Period is in effect, all Delayed Proceeds deposited into the Release Account shall immediately be transferred to the Collection Account and treated as Unscheduled Proceeds.
Appears in 1 contract
Samples: Property Management and Servicing Agreement (Essential Properties Realty Trust, Inc.)