Common use of Deposits and Withdrawals from the Asset Disposition Proceeds Account Clause in Contracts

Deposits and Withdrawals from the Asset Disposition Proceeds Account. Subject to the terms set forth in the paragraphs below, if any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition, to the extent the proceeds thereof constitute Asset Disposition Proceeds (as determined by the Manager), such amounts shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 or (y) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof to the Asset Disposition Proceeds Account. At the election of such Securitization Entity or the Manager on its behalf, the Securitization Entities may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, if any Securitization Entity shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds, within eighteen (18) calendar months following receipt of such Asset Disposition Proceeds) and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Asset Disposition Proceeds Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the twelve (12) month period prior to the receipt of such Asset Disposition Proceeds; provided, that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Quarterly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the Quarterly Fiscal Period budget shall be subject to (i) the delivery by the Manager to the Control Party, the Trustee, and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager). To the extent any Asset Disposition Proceeds have not been so reinvested in Eligible Assets within such one (1) calendar year period (or eighteen (18) calendar month period, as applicable) (each such period, an “Asset Disposition Reinvestment Period”), the Issuer (or the Manager on its behalf) will promptly, and no later than five Business Days after the expiration of the applicable Asset Disposition Reinvestment Period, withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds and deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such immediately following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds will be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation Date) and applied in accordance with priority (i) of the Priority of Payments on such immediately following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. Subject to the terms set forth in the paragraphs below, if All Asset Disposition Proceeds received by any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition, to the extent the proceeds thereof constitute Asset Disposition Proceeds (as determined by the Manager), such amounts shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 or (y) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof to the Asset Disposition Proceeds Account. At the election of any Securitization Entity, within one (1) year following the receipt of such Asset Disposition Proceeds by the Securitization Entity or the Manager on its behalfEntities (each such period, an “Asset Disposition Reinvestment Period”), the Securitization Entities may reinvest either apply such Asset Disposition Proceeds retroactively against any purchase of Eligible Assets that occurred during the six (6) months immediately preceding the receipt of such Asset Disposition Proceeds by the Securitization Entities and/or direct the reinvestment of such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, if any Securitization Entity shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds, within eighteen (18) calendar months following receipt of such Asset Disposition Proceeds) and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Asset Disposition Proceeds Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the twelve (12) month period prior to the receipt of such Asset Disposition ProceedsAssets; provided, provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Quarterly Monthly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the Quarterly Monthly Fiscal Period budget shall will be subject to (i) the delivery by the Manager to the Control Party, the Trustee, Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager). To the extent that, within the applicable Asset Disposition Reinvestment Period, any Asset Disposition Proceeds have not been so either applied retroactively against a purchase of Eligible Assets that occurred during the six (6) months immediately preceding the receipt of such Asset Disposition Proceeds by the Securitization Entities or reinvested in Eligible Assets within Assets, the Master Issuer shall withdraw an amount equal to all such one (1) calendar year period (or eighteen (18) calendar month period, as applicable) (each such period, an “uninvested Asset Disposition Reinvestment Period”), the Issuer (or the Manager on its behalf) will promptly, and Proceeds no later than five the Business Days after Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period, withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds Period and deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such immediately following the Weekly Allocation Date and immediately following the related prepayment shall be made on deposit of such Asset Disposition Proceeds to the Quarterly Payment Date indicated in the Weekly Manager’s CertificateCollection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds will shall be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation Date) and applied in accordance with priority (i) of the Priority of Payments on such immediately the following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateDate.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. Subject to the terms set forth in the paragraphs below, if If any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition, to the extent the proceeds thereof constitute any Asset Disposition Proceeds (as determined by the Manager), such amounts therefrom shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 or (y) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof to the Asset Disposition Proceeds Account. At the election of such Securitization Entity or the Manager on its behalfEntity, the Securitization Entities may reinvest direct the reinvestment of such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, if any Securitization Entity shall have entered into in the case of a binding commitment to reinvest such Xxxxxx-Xxxxxxx Asset Disposition Proceeds in Eligible Assets Disposition, within one (1) calendar year following receipt the date of such the Xxxxxx-Xxxxxxx Asset Disposition Proceeds, within eighteen (18) calendar months following receipt of such Asset Disposition Proceeds) and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Asset Disposition Proceeds Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the twelve (12) month period prior to the receipt of such Asset Disposition ProceedsDisposition); provided, provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Quarterly Monthly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the Quarterly Monthly Fiscal Period budget shall will be subject to (i) the delivery by the Manager to the Control Party, the Trustee, Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager). To the extent any such Asset Disposition Proceeds have not been so reinvested in Eligible Assets within such one (1) calendar year period (or eighteen (18) calendar month period, as applicable) (each such period, an “Asset Disposition Reinvestment Period”), the Master Issuer (or the Manager on its behalf) will promptly, and shall withdraw an amount equal to all such unreinvested Asset Disposition Proceeds no later than five the Business Days after Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period, withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds Period and deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such immediately following the Weekly Allocation Date and immediately following the related prepayment shall be made on deposit of such Asset Disposition Proceeds to the Quarterly Payment Date indicated in the Weekly Manager’s CertificateCollection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds will shall be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation Date) and applied in accordance with priority (i) of the Priority of Payments on such immediately the following Weekly Allocation Date and Date. In connection with any prepayments made from Asset Disposition Proceeds, the related Master Issuer will be obligated to pay a Series 2015-1 Class A-2 Make-Whole Prepayment Premium to the Noteholders, to the extent such prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificatepremium is otherwise payable with respect thereto.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. Subject to the terms set forth in the paragraphs below, if If any Securitization Entity disposes of property pursuant to a Permitted Asset DispositionDisposition or any other disposition not permitted under the terms of this Base Indenture, (i) to the extent the proceeds thereof do not constitute Asset Disposition Proceeds, as determined by the Manager, on behalf of the related Securitization Entity, such proceeds (net of the amounts described in clause (B) of the definition of “Asset Disposition Proceeds” and, in the case of Post-Issuance Acquired Assets only, further net of (without duplication of any amounts in such clause (B)) the original cost of acquisition of such asset, including reasonable and customary related expenses) shall be treated as Collections with respect to the Quarterly Fiscal Period in which such proceeds are received; and (ii) to the extent the proceeds thereof constitute Asset Disposition Proceeds (Proceeds, as determined by the Manager), on behalf of the related Securitization Entity, such amounts shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 shall be promptly deposited by the applicable Securitization Entities (or (ythe Manager on their behalf) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof to the Asset Disposition Proceeds Account. At the election of such Securitization Entity or the Manager on its behalf, the Securitization Entities may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, if any Securitization Entity shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds, within eighteen (18) calendar months following receipt of such Asset Disposition Proceeds) and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Asset Disposition Proceeds Collection Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the twelve (12) month one-year period prior to the receipt of such Asset Disposition Proceeds; provided, provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Quarterly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the such Quarterly Fiscal Period budget shall will be subject to (i) the delivery by the Manager to the Control Party, the Trustee, Trustee and the Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager). To the extent any such Asset Disposition Proceeds have not been so reinvested invested in Eligible Assets within such one (1) calendar the one-year period (or eighteen (18) calendar month period, as applicable) set forth in the preceding sentence (each such period, an “Asset Disposition Reinvestment Period”), the Master Issuer (or the Manager on its behalf) will promptly, and no later than five Business Days after the expiration of the applicable Asset Disposition Reinvestment Period, shall withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds and promptly deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such immediately following the Weekly Allocation Date and immediately following the related prepayment shall be made on deposit of such Asset Disposition Proceeds to the Quarterly Payment Date indicated in the Weekly Manager’s CertificateCollection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds will shall instead be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation Date) and applied in accordance with priority (i) of the Priority of Payments on such immediately the following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateDate.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. Subject to the terms set forth in the paragraphs below, if If any Securitization Entity disposes of property pursuant to a Permitted Asset DispositionDisposition or any other disposition not permitted under the terms of this Base Indenture, (i) to the extent the proceeds thereof do not constitute Asset Disposition Proceeds as determined by the Manager, on behalf of the related Securitization Entity, such proceeds (net of the amounts described in clause (B) of the definition of “Asset Disposition Proceeds” and, in the case of Post-Issuance Acquired Assets only, further net of (without duplication of any amounts in such clause (B)) the original cost of acquisition of such asset, including reasonable and customary related expenses) shall be treated as Collections with respect to the Quarterly Fiscal Period in which such proceeds are received; and (ii) to the extent the proceeds thereof constitute Asset Disposition Proceeds (as determined by the Manager), on behalf of the related Securitization Entity, such amounts shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 shall be promptly deposited by the applicable Securitization Entities (or (ythe Manager on their behalf) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof to the Asset Disposition Proceeds AccountAccount and applied in accordance with priority (i) of the Priority of Payments, and any applicable prepayment consideration shall be due in connection with such mandatory prepayment. At the election of such Securitization Entity or the Manager on its behalf, the Securitization Entities may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such the Asset Disposition Proceeds Reinvestment Period (or, if any Securitization Entity shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds, within eighteen (18) calendar months following receipt of such Asset Disposition Proceedsas defined below) and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Asset Disposition Proceeds Collection Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the twelve (12) month period Asset Disposition Reinvestment Period prior to the receipt of such Asset Disposition Proceeds; provided, provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Quarterly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the such Quarterly Fiscal Period budget shall will be subject to (i) the delivery by the Manager to the Control Party, the Trustee, Trustee and the Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager). To the extent any such Asset Disposition Proceeds have not been so reinvested invested in Eligible Assets within such one (1) calendar year period of the date of receipt of such Asset Disposition Proceeds (or, if any Securitization Entity or the Manager on its behalf shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year of the date of receipt of such Asset Disposition Proceeds, within eighteen (18) calendar month period, as applicablemonths of the date of receipt of such Asset Disposition Proceeds) (each such period, an “Asset Disposition Reinvestment Period”), the Issuer (or the Manager on its behalf) will promptly, and no later than five Business Days after the expiration of the applicable Asset Disposition Reinvestment Period, shall withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds and promptly deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such immediately following the Weekly Allocation Date immediately following the deposit of such Asset Disposition Proceeds to the Collection Account and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds will shall instead be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation Date) and applied in accordance with priority (i) of the Priority of Payments on such immediately the following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateCertificate unless used to reimburse the Securitization Entities for amounts previously paid as set forth above.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. Subject to the terms set forth in the paragraphs below, if All Asset Disposition Proceeds received by any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition, to the extent the proceeds thereof constitute Asset Disposition Proceeds (as determined by the Manager), such amounts shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 or (y) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof to the Asset Disposition Proceeds Account. At the election of such any Securitization Entity or the Manager on its behalfEntity, the Securitization Entities may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following the receipt of such Asset Disposition Proceeds by the Securitization Entities (or, on and after the 2022 Springing Amendments Implementation Date, if any Securitization Entity shall Entities will have entered into a binding commitment to reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds, within eighteen (18) calendar months following receipt of such Asset Disposition Proceeds) and/or (each such one year (or, if applicable, eighteen (18) month) period, an “Asset Disposition Reinvestment Period”), the Securitization Entities may utilize either apply such Asset Disposition Proceeds to pay, or to allocate funds to the Asset Disposition Proceeds Account to reimburse the Securitization Entities for amounts previously paid, for investments in retroactively against any purchase of Eligible Assets made within that occurred during the six (6) months (or, on and after the 2022 Springing Amendments Implementation Date, twelve (12) month period prior to months) immediately preceding the receipt of such Asset Disposition ProceedsProceeds by the Securitization Entities and/or direct the reinvestment of such Asset Disposition Proceeds in Eligible Assets; provided, provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Quarterly Monthly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the Quarterly Monthly Fiscal Period budget shall be subject to (i) the delivery by the Manager to the Control Party, the Trustee, Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager). To the extent that, within the applicable Asset Disposition Reinvestment Period, any Asset Disposition Proceeds have not been so either applied retroactively against a purchase of Eligible Assets that occurred during the six (6) months (or, on and after the 2022 Springing Amendments Implementation Date, twelve (12) months) immediately preceding the receipt of such Asset Disposition Proceeds by the Securitization Entities or reinvested in Eligible Assets within Assets, the Master Issuer shall withdraw an amount equal to all such one (1) calendar year period (or eighteen (18) calendar month period, as applicable) (each such period, an “uninvested Asset Disposition Reinvestment Period”), the Issuer (or the Manager on its behalf) will promptly, and Proceeds no later than five the Business Days after Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period, withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds Period and deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such immediately following the Weekly Allocation Date and immediately following the related prepayment shall be made on deposit of such Asset Disposition Proceeds to the Quarterly Payment Date indicated in the Weekly Manager’s CertificateCollection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds will shall be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation Date) and applied in accordance with priority (i) of the Priority of Payments on such immediately the following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateDate.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. Subject to the terms set forth in the paragraphs below, if If any Securitization Entity Service Recipient disposes of property pursuant to a Permitted Asset DispositionDisposition or any other disposition not permitted under the terms of this Base Indenture, (i) to the extent the proceeds thereof do not constitute Asset Disposition Proceeds as determined by the Manager, on behalf of the related Service Recipient, such proceeds (net of the amounts described in clause (ii) of the definition of “Asset Disposition Proceeds” and, in the case of Post-Issuance Acquired Locations only, further net of (without duplication of any amounts in such clause (ii)) the original cost of acquisition of such asset, including reasonable and customary related expenses) shall be treated as Collections with respect to the Quarterly Fiscal Period in which such proceeds are received; and (ii) to the extent such amounts constitute Asset Disposition Proceeds (as determined by the Managerincluding without limitation, any Asset Disposition Proceeds from any Refranchising Asset Disposition), such amounts shall will be promptly deposited promptly (and in no any event more than within (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 or and (y) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof by the applicable Service Recipients (or the Manager on their behalf) to the Asset Disposition Proceeds Account. At the election of such Securitization Entity Service Recipient or the Manager on its behalf, the Securitization Entities Service Recipients may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, if any Securitization Entity shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds, within eighteen (18) calendar months following receipt of such Asset Disposition Proceeds) and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Asset Disposition Proceeds Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the twelve (12) month period prior to the receipt of such Asset Disposition Proceeds; provided, provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Quarterly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the Quarterly Fiscal Period budget shall will be subject to (i) the delivery by the Manager to the Control Party, the Trustee, and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager); provided that (A) with respect to the aggregate Asset Disposition Proceeds from Refranchising Asset Dispositions of Take 5 Company Locations (such proceeds, “Take 5 Refranchising Proceeds”) in excess of the Take 5 Refranchising Proceeds Cap in any fiscal year if, after giving pro forma effect to such Refranchising Asset Disposition and any proposed reinvestment of the related Take 5 Refranchising Proceeds in Eligible Assets (excluding the cash and cash equivalents maintained in the Asset Disposition Proceeds Account for netting purposes, as applicable), at the time of such proposed reinvestment (I) the pro forma Senior Leverage Ratio is greater than the Senior Leverage Ratio of the Series 2018-1 Closing Date or (II) the pro forma DSCR is less than the DSCR as of the Series 2018-1 Closing Date, such Take 5 Refranchising Proceeds will be applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date) and (B) the Take 5 Refranchising Proceeds in any fiscal year will otherwise be subject to reinvestment as set forth in this paragraph. To the extent any such Asset Disposition Proceeds have not been so reinvested in Eligible Assets within such one (1) calendar one-year period (or eighteen (18) calendar month period, as applicable) (each such period, an “Asset Disposition Reinvestment Period”), the Issuer (or the Manager on its behalf) will promptly, and no later than five Business Days after the expiration of the applicable Asset Disposition Reinvestment Period, shall withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period and deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such immediately following the Weekly Allocation Date and immediately following the related prepayment shall be made on deposit of such Asset Disposition Proceeds to the Quarterly Payment Date indicated in the Weekly Manager’s CertificateCollection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds will shall be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation Date) and applied in accordance with priority (i) of the Priority of Payments on such immediately the following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateDate.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. Subject to the terms set forth in the paragraphs below, if All Asset Disposition Proceeds received by any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition, to the extent the proceeds thereof constitute Asset Disposition Proceeds (as determined by the Manager), such amounts shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 or (y) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof to the Asset Disposition Proceeds Account. At the election of such any Securitization Entity or the Manager on its behalfEntity, the Securitization Entities may reinvest direct the reinvestment of such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, if any Securitization Entity shall have entered into a binding commitment with respect to reinvest such Refranchising Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition ProceedsDispositions, within eighteen (18) calendar months following receipt of such Asset Disposition Proceeds) and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Asset Disposition Proceeds Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the twelve (12) month period prior to the receipt of such Asset Disposition Proceeds; provided, provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Quarterly Monthly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the Quarterly Monthly Fiscal Period budget shall will be subject to (i) the delivery by the Manager to the Control Party, the Trustee, Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager). To the extent any such Asset Disposition Proceeds have not been so reinvested in Eligible Assets within such one (1) calendar year period (or following the receipt of such Asset Disposition Proceeds or, with respect to a Refranchising Asset Disposition, within eighteen (18) calendar month period, as applicable) months following the receipt of such Asset Disposition Proceeds (each such period, an “Asset Disposition Reinvestment Period”), the Master Issuer (or the Manager on its behalf) will promptly, and shall withdraw an amount equal to all such uninvested Asset Disposition Proceeds no later than five the Business Days after Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period, withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds Period and deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such immediately following the Weekly Allocation Date and immediately following the related prepayment shall be made on deposit of such Asset Disposition Proceeds to the Quarterly Payment Date indicated in the Weekly Manager’s CertificateCollection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds will shall be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation Date) and applied in accordance with priority (i) of the Priority of Payments on such immediately the following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateDate.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. Subject to the terms set forth in the paragraphs below, if If any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition, to the extent the proceeds thereof constitute any Asset Disposition Proceeds (as determined by the Manager), such amounts therefrom shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 or (y) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof to the Asset Disposition Proceeds Account. At the election of such Securitization Entity or the Manager on its behalfEntity, the Securitization Entities may reinvest direct the reinvestment of such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, if any Securitization Entity shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds, within eighteen (18) calendar months following receipt of such Asset Disposition Proceeds) and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Asset Disposition Proceeds Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the twelve (12) month period prior to the receipt of such Asset Disposition Proceeds; provided, provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Quarterly Monthly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the Quarterly Monthly Fiscal Period budget shall will be subject to (i) the delivery by the Manager to the Control Party, the Trustee, Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager). To the extent any such Asset Disposition Proceeds have not been so reinvested in Eligible Assets within such one (1) calendar one-year period (or eighteen (18) calendar month period, as applicable) (each such period, an “Asset Disposition Reinvestment Period”), the Issuer Co-Issuers (or the Manager on its their behalf) will promptly, and shall withdraw an amount equal to all such uninvested Asset Disposition Proceeds no later than five the Business Days after Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period, withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds Period and deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such immediately following the Weekly Allocation Date and immediately following the related prepayment shall be made on deposit of such Asset Disposition Proceeds to the Quarterly Payment Date indicated in the Weekly Manager’s CertificateCollection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds will shall be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation Date) and applied in accordance with priority (i) of the Priority of Payments on such immediately the following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateDate.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. Subject to the terms set forth in the paragraphs below, if any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition, to the extent the proceeds thereof constitute any Asset Disposition Proceeds (as determined by the Manager), such amounts therefrom shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 or (y) 90 ninety (90) days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof to the Asset Disposition Proceeds Account; provided that to the extent such amounts do not constitute Asset Disposition Proceeds as determined by the Manager, on behalf of the related Securitization Entity, such amounts (net of the amounts described in clauses (A) through (C) of the first sentence of the definition of “Asset Disposition Proceeds”) will be treated as Collections with respect to the Quarterly Fiscal Period in which such amounts are received, so long as such amounts do not exceed an aggregate amount of $5,000,000 per annum. At the election of such Securitization Entity (or the Manager on its behalf), the Securitization Entities may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, if any Securitization Entity shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds, within eighteen (18) calendar months following receipt of such Asset Disposition Proceeds) and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Asset Disposition Proceeds Collection Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the twelve (12) month period prior to the receipt of such Asset Disposition Proceeds; provided, that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Quarterly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the Quarterly Fiscal Period budget shall be subject to (i) the delivery by the Manager to the Control Party, the Trustee, and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager). To the extent any Asset Disposition Proceeds have not been so reinvested in Eligible Assets within such one (1) calendar year period (or eighteen (18) calendar month period, as applicable) (each such period, an “Asset Disposition Reinvestment Period”), the Issuer Co-Issuers (or the Manager on its their behalf) will promptly, and no later than five Business Days after shall instruct the expiration of Trustee in the applicable Asset Disposition Reinvestment Period, next Weekly Manager’s Certificate to withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds on the immediately succeeding Business Day and deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such immediately following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateCertificate to be applied in accordance with priority (i) of the Priority of Payments on the Weekly Allocation Date immediately following the deposit of such Asset Disposition Proceeds to the Collection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds will shall be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation DateCertificate) and applied in accordance with priority (i) of the Priority of Payments on such the immediately following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. Subject to the terms set forth in the paragraphs below, if If any Securitization Entity disposes of property pursuant to a Permitted Asset DispositionDisposition or any other disposition not permitted under the terms of this Base Indenture, (i) to the extent the proceeds thereof do not constitute Asset Disposition Proceeds, as determined by the Manager, on behalf of the related Securitization Entity, such proceeds (net of the amounts described in clause (B) of the definition of “Asset Disposition Proceeds” and, in the case of Post-Issuance Acquired Assets only, further net of (without duplication of any amounts in such clause (B)) the original cost of acquisition of such asset, including reasonable and customary related expenses) shall be treated as Collections with respect to the Quarterly Fiscal Period in which such proceeds are received; and (ii) to the extent the proceeds thereof constitute Asset Disposition Proceeds (Proceeds, as determined by the Manager), on behalf of the related Securitization Entity, such amounts shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 shall be promptly deposited by the applicable Securitization Entities (or (ythe Manager on their behalf) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof to the Asset Disposition Proceeds AccountAccount and applied in accordance with priority (i) of the Priority of Payments, and any applicable prepayment consideration shall be due in connection with such mandatory prepayment. At the election of such Securitization Entity or the Manager on its behalf, the Securitization Entities may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, if any Securitization Entity shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds, within eighteen (18) calendar months following receipt of such Asset Disposition Proceeds) and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Asset Disposition Proceeds Collection Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the twelve (12) month one calendar year period prior to the receipt of such Asset Disposition Proceeds; provided, provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Quarterly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the such Quarterly Fiscal Period budget shall will be subject to (i) the delivery by the Manager to the Control Party, the Trustee, Trustee and the Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager). To the extent any such Asset Disposition Proceeds have not been so reinvested invested in Eligible Assets within such one (1) calendar the one-year period (or eighteen (18) calendar month period, as applicable) set forth in the preceding sentence (each such period, an “Asset Disposition Reinvestment Period”), the Issuer (or the Manager on its behalf) will promptly, and no later than five Business Days after shall direct the expiration of the applicable Asset Disposition Reinvestment Period, Trustee to withdraw an amount equal to all such un-reinvested un‑reinvested Asset Disposition Proceeds and deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such immediately following the Weekly Allocation Date and immediately following the related prepayment shall be made on deposit of such Asset Disposition Proceeds to the Quarterly Payment Date indicated in the Weekly Manager’s CertificateCollection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds will shall instead be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation Date) and applied in accordance with priority (i) of the Priority of Payments on such immediately the following Weekly Allocation Date and unless used to reimburse the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateSecuritization Entities for amounts previously paid as set forth above.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. Subject to the terms set forth in the paragraphs below, if Any Asset Disposition Proceeds received by any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition, to the extent the proceeds thereof constitute Asset Disposition Proceeds (as determined by the Manager), such amounts shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 or (y) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof to the Asset Disposition Proceeds Account. At the election of such any Securitization Entity or the Manager on its behalfEntity, the Securitization Entities may reinvest direct the reinvestment of such Asset Disposition Proceeds (or in the case of investments made with capital of the Master Issuer within the three (3) months prior to the Permitted Asset Disposition, deemed reinvested with such amounts) in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, if any with respect to Refranchising Asset Dispositions or sale or sale-leasebacks of Securitized Owned Real Property, within three (3) months prior to (in the event that such Securitization Entity shall have entered into a binding commitment elects to reinvest retroactively apply such Asset Disposition Proceeds in Eligible Assets within one (1to a past investment) calendar year following receipt of such Asset Disposition Proceeds, within and/or eighteen (18) calendar months following receipt of such Asset Disposition Proceeds) and/or may utilize Proceeds (each such period, an “Asset Disposition Proceeds to pay, or to allocate funds to the Asset Disposition Proceeds Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the twelve (12) month period prior to the receipt of such Asset Disposition ProceedsReinvestment Period”); provided, provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Quarterly Fiscal Period calendar month budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the Quarterly Fiscal Period calendar month budget shall will be subject to (i) the delivery by the Manager to the Control Party, the Trustee, Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager). To the extent any such Asset Disposition Proceeds have not been so reinvested in Eligible Assets within such one (1) calendar year period (or eighteen (18) calendar month period, as applicable) (each such period, an “the applicable Asset Disposition Reinvestment Period”), the Master Issuer shall withdraw an amount equal to all such uninvested Asset Disposition Proceeds promptly (or the Manager on its behalf) will promptly, and but in no event later than five (5) Business Days after Days) following the expiration of the applicable Asset Disposition Reinvestment Period, withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds Period and deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such immediately following Weekly Allocation Date and immediately following the related prepayment shall be made on deposit of such Asset Disposition Proceeds to the Quarterly Payment Date indicated in the Weekly Manager’s CertificateCollection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds will shall be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation Date) and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date. Any Asset Disposition Proceeds deemed reinvested in Eligible Assets will be transferred to the Collection Account where such immediately proceeds will be treated as Collections (and not as Asset Disposition Proceeds) for application on the following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date as indicated in the relevant Weekly Manager’s Certificate.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. Subject to the terms set forth in the paragraphs below, if any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition, to the extent the proceeds thereof constitute any Asset Disposition Proceeds (as determined by the Manager), such amounts therefrom shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 or (y) 90 ninety (90) days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof to the Asset Disposition Proceeds Account; provided that to the extent such amounts do not constitute Asset Disposition Proceeds as determined by the Manager, on behalf of the related Securitization Entity, such amounts (net of the amounts described in clauses (A) through (C) of the first sentence of the definition of “Asset Disposition Proceeds”) will be treated as Collections with respect to the Quarterly Fiscal Period in which such amounts are received, so long as such amounts do not exceed an aggregate amount of $5,000,000 per annum. At the election of such Securitization Entity (or the Manager on its behalf), the Securitization Entities may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, if any Securitization Entity shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds, within eighteen (18) calendar months following receipt of such Asset Disposition ProceedsProceeds (each such period, an “Asset Disposition Reinvestment Period”)) and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Asset Disposition Proceeds Collection Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the twelve (12) month period prior to the receipt of such Asset Disposition Proceeds; provided, provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Quarterly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the Quarterly Fiscal Period budget shall be subject to (i) the delivery by the Manager to the Control Party, the Trustee, and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager). To the extent any Asset Disposition Proceeds have not been so reinvested in Eligible Assets within such one (1) calendar year period (or eighteen (18) calendar month period, as applicable) (each such period, an “Asset Disposition Reinvestment Period”), the Issuer (or the Manager on its behalf) will promptly, and no later than five Business Days after the expiration of the applicable Asset Disposition Reinvestment Period, the applicable Co-Issuer (or the Manager on their behalf) shall withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds and promptly deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such immediately following the Weekly Allocation Date immediately following the deposit of such Asset Disposition Proceeds to the Collection Account and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateCertificate to be applied in accordance with priority (i) of the Priority of Payments on the Weekly Allocation Date immediately following the deposit of such Asset Disposition Proceeds to the Collection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds will shall be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation DateCertificate) and applied in accordance with priority (i) of the Priority of Payments on such the immediately following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. Subject to the terms set forth in the paragraphs below, if If any Securitization Entity disposes of property pursuant to a Permitted Asset DispositionDisposition or any other disposition not permitted under the terms of this Base Indenture, (i) to the extent the proceeds thereof do not constitute Asset Disposition Proceeds as determined by the Manager, on behalf of the related Securitization Entity, such proceeds (net of the amounts described in clause (B) of the definition of “Asset Disposition Proceeds” and, in the case of Post-Issuance Acquired Assets only, further net of (without duplication of any amounts in such clause (B)) the original cost of acquisition of such asset, including reasonable and customary related expenses) shall be treated as Collections with respect to the Quarterly Fiscal Period in which such proceeds are received; and (ii) to the extent the proceeds thereof constitute Asset Disposition Proceeds (as determined by the Manager), on behalf of the related Securitization Entity, such amounts shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 shall be promptly deposited by the applicable Securitization Entities (or (ythe Manager on their behalf) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof to the Asset Disposition Proceeds AccountAccount and applied in accordance with priority (i) of the Priority of Payments, and any applicable prepayment consideration shall be due in connection with such mandatory prepayment. At the election of such Securitization Entity or the Manager on its behalf, the Securitization Entities may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, if any Securitization Entity shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds, within eighteen (18) calendar months following receipt of such Asset Disposition Proceeds) and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Asset Disposition Proceeds Collection Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the twelve (12) month period prior to the receipt of such Asset Disposition Proceeds; provided, provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Quarterly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the such Quarterly Fiscal Period budget shall will be subject to (i) the delivery by the Manager to the Control Party, the Trustee, Trustee and the Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager). To the extent any such Asset Disposition Proceeds have not been so reinvested invested in Eligible Assets within such one (1) calendar the one-year period (or eighteen (18) calendar month period, as applicable) set forth in the preceding sentence (each such period, an “Asset Disposition Reinvestment Period”), the Issuer (or the Manager on its behalf) will promptly, and no later than five Business Days after the expiration of the applicable Asset Disposition Reinvestment Period, shall withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds and promptly deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such immediately following the Weekly Allocation Date and immediately following the related prepayment shall be made on deposit of such Asset Disposition Proceeds to the Quarterly Payment Date indicated in the Weekly Manager’s CertificateCollection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds will shall instead be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation Date) and applied in accordance with priority (i) of the Priority of Payments on such immediately the following Weekly Allocation Date and unless used to reimburse the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateSecuritization Entities for amounts previously paid as set forth above.