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

Deposits and Withdrawals from the Asset Disposition Proceeds Account. All Asset Disposition Proceeds received by any Securitization Entity shall be deposited promptly 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 Entities (each such period, an “Asset Disposition Reinvestment Period”), the Securitization Entities may 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Assets; provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a Monthly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager)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 Monthly Fiscal Period budget will be subject to (i) the delivery by the Manager to the Control 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 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, the Master Issuer shall withdraw an amount equal to all such uninvested 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 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 shall be deposited to the Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. All Subject to the terms set forth in the paragraphs below, if any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition, any Asset Disposition Proceeds received by any Securitization Entity 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) 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 any such Securitization EntityEntity (or the Manager on its behalf), 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 (or, if any Securitization Entities 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 (each such period, an “Asset Disposition Reinvestment Period”), the Securitization Entities ) and/or may either apply utilize such Asset Disposition Proceeds retroactively against any purchase of to pay, or to allocate funds to the Collection Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets that occurred during made within the six twelve (612) months immediately preceding month period prior to the receipt of such Asset Disposition Proceeds by the Securitization Entities and/or direct the reinvestment of such Asset Disposition Proceeds in Eligible AssetsProceeds; 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 Monthly 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 Monthly Quarterly Fiscal Period budget will shall be subject to (i) the delivery by the Manager to the Control Party 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 that, any Asset Disposition Proceeds have not been so reinvested in Eligible Assets within the applicable Asset Disposition Reinvestment Period, any Asset Disposition Proceeds have not been either applied retroactively against a purchase of Eligible Assets that occurred during the six applicable Co-Issuer (6or the Manager on their behalf) months immediately preceding the receipt of such Asset Disposition Proceeds by the Securitization Entities or reinvested in Eligible Assets, the Master Issuer shall withdraw an amount equal to all such uninvested un-reinvested Asset Disposition Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period and promptly deposit such amount to the Collection Account 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 and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate 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 shall be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate) and applied in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation DateDate 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. All Subject to the terms set forth in the paragraphs below, if any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition, any Asset Disposition Proceeds received by any Securitization Entity 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) 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 any such Securitization EntityEntity (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 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 by the Securitization Entities (each such periodProceeds; provided, an “Asset Disposition Reinvestment Period”), the Securitization Entities may 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; 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 Monthly 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 Monthly Quarterly Fiscal Period budget will shall be subject to (i) the delivery by the Manager to the Control Party 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 that, within the applicable Asset Disposition Reinvestment Period, any Asset Disposition Proceeds have not been 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 so reinvested in Eligible AssetsAssets 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 Co-Issuers (or the Manager on their behalf) shall instruct the Trustee in the next Weekly Manager’s Certificate to withdraw an amount equal to all such uninvested un-reinvested Asset Disposition Proceeds no later than on the immediately succeeding Business Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period and deposit such amount to the Collection Account and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate 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 shall be deposited to the Collection Account promptly following such decision (as indicated in the Weekly Manager’s Certificate) and applied in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation DateDate 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. All If any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition, any Asset Disposition Proceeds received by any Securitization Entity therefrom shall be deposited promptly following receipt thereof to the Asset Disposition Proceeds Account. At the election of any such Securitization Entity, within one (1) year following the receipt of such Asset Disposition Proceeds by the Securitization Entities (each such period, an “Asset Disposition Reinvestment Period”), the Securitization Entities may 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 AssetsAssets within one calendar year following 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 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 Monthly Fiscal Period budget will be subject to (i) the delivery by the Manager to the Control 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 such Asset Disposition Proceeds have not been 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 so reinvested in Eligible AssetsAssets within such one-year period (each such period, an “Asset Disposition Reinvestment Period”), the Master Issuer Co-Issuers (or the Manager on their behalf) shall withdraw an amount equal to all such uninvested 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 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 shall be deposited to the Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. All Asset Disposition Proceeds received by any Securitization Entity shall be deposited promptly 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 Entities (or, on and after the 2022 Springing Amendments Implementation Date, if any Securitization 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) months following receipt of such Asset Disposition Proceeds) (each such one year (or, if applicable, eighteen (18) month) period, an “Asset Disposition Reinvestment Period”), the Securitization Entities may either apply such Asset Disposition Proceeds retroactively against any 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 and/or direct the reinvestment of such Asset Disposition Proceeds in Eligible Assets; 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 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 Monthly Fiscal Period budget will shall be subject to (i) the delivery by the Manager to the Control 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 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, the Master Issuer shall withdraw an amount equal to all such uninvested 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 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 shall be deposited to the Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. All Asset Disposition Proceeds received by any Securitization Entity shall be deposited promptly 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 Entities (each such period, an “Asset Disposition Reinvestment Period”), the Securitization Entities may 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 AssetsAssets within one (1) calendar year following receipt of such Asset Disposition Proceeds or, with respect to Refranchising Asset Dispositions, within eighteen (18) months following 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 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 Monthly Fiscal Period budget will be subject to (i) the delivery by the Manager to the Control 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 such Asset Disposition Proceeds have not been either applied retroactively against a purchase of so reinvested in Eligible Assets that occurred during the six within one (61) months immediately preceding year following the receipt of such Asset Disposition Proceeds by or, with respect to a Refranchising Asset Disposition, within eighteen (18) months following the Securitization Entities or reinvested in Eligible Assetsreceipt of such Asset Disposition Proceeds (each such period, an “Asset Disposition Reinvestment Period”), the Master Issuer shall withdraw an amount equal to all such uninvested 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 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 shall be deposited to the Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. All If any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition 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 Asset Disposition Proceeds received by any Securitization Entity shall be promptly deposited promptly following receipt thereof by the applicable Securitization Entities (or the Manager on their behalf) 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 any such Securitization EntityEntity 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 and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Collection Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the one calendar year period prior to the receipt of such Asset Disposition Proceeds by the Securitization Entities (each such period, an “Asset Disposition Reinvestment Period”), the Securitization Entities may 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 AssetsProceeds; 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 Monthly 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 Monthly such Quarterly Fiscal Period budget will be subject to (i) the delivery by the Manager to the Control Party Party, the 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 that, within the applicable Asset Disposition Reinvestment Period, any such Asset Disposition Proceeds have not been either applied retroactively against a purchase of so invested in Eligible Assets that occurred during within the six one-year period set forth in the preceding sentence (6) months immediately preceding the receipt of each such period, an “Asset Disposition Proceeds by the Securitization Entities or reinvested in Eligible AssetsReinvestment Period”), the Master Issuer (or the Manager on its behalf) shall direct the Trustee to withdraw an amount equal to all such uninvested 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 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 shall instead be deposited to the Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation DateDate unless used to reimburse the Securitization Entities for amounts previously paid as set forth above.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. All If any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition 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 received 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 Securitization Entity 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 Asset Disposition Proceeds shall be promptly deposited promptly following receipt thereof by the applicable Securitization Entities (or the Manager on their behalf) 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 any such Securitization EntityEntity or the Manager on its behalf, the Securitization Entities may reinvest such Asset Disposition Proceeds in Eligible Assets within one the Asset Disposition Reinvestment Period (1as defined below) year following and/or utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Collection Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the Asset Disposition Reinvestment Period prior to the receipt of such Asset Disposition Proceeds by the Securitization Entities (each such period, an “Asset Disposition Reinvestment Period”), the Securitization Entities may 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 AssetsProceeds; 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 Monthly 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 Monthly such Quarterly Fiscal Period budget will be subject to (i) the delivery by the Manager to the Control Party Party, the 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 that, within the applicable Asset Disposition Reinvestment Period, any such Asset Disposition Proceeds have not been either applied retroactively against a purchase of so invested in Eligible Assets that occurred during within one (1) calendar year of the six (6) months immediately preceding the date of receipt of such Asset Disposition Proceeds by (or, if any Securitization Entity or the Securitization Entities or reinvested Manager on its behalf shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds in Eligible AssetsAssets within one (1) calendar year of the date of receipt of such Asset Disposition Proceeds, within eighteen (18) months of the date of receipt of such Asset Disposition Proceeds) (each such period, an “Asset Disposition Reinvestment Period”), the Master Issuer (or the Manager on its behalf) shall withdraw an amount equal to all such uninvested un-reinvested Asset Disposition Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period and promptly deposit such amount to the Collection Account 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 AccountAccount 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 shall instead be deposited to the Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation DateDate and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate unless used to reimburse the Securitization Entities for amounts previously paid as set forth above.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. All If any Service Recipient disposes of property pursuant to a Permitted Asset Disposition 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 received 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 Securitization Entity 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 (including without limitation, any Asset Disposition Proceeds from any Refranchising Asset Disposition), such amounts will be promptly deposited promptly (and in any event within (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 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 any Securitization Entity, within one (1) year following such Service Recipient or the receipt of such Asset Disposition Proceeds by the Securitization Entities (each such period, an “Asset Disposition Reinvestment Period”)Manager on its behalf, the Securitization Entities Service Recipients may 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 reinvest such Asset Disposition Proceeds in Eligible AssetsAssets within one (1) calendar year following 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 Monthly 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 Monthly Quarterly Fiscal Period budget will be subject to (i) the delivery by the Manager to the Control Party 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 that, within the applicable Asset Disposition Reinvestment Period, any such Asset Disposition Proceeds have not been 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 so reinvested in Eligible AssetsAssets within such one-year period (each such period, an “Asset Disposition Reinvestment Period”), the Master Issuer (or the Manager on its behalf) shall withdraw an amount equal to all such uninvested 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 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 shall be deposited to the Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. All Any Asset Disposition Proceeds received by any Securitization Entity shall be deposited promptly following receipt thereof to the Asset Disposition Proceeds Account. At the election of any Securitization Entity, the Securitization Entities may 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 the receipt of such Asset Disposition Proceeds by or, 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 Entities Entity elects to retroactively apply such Asset Disposition Proceeds to a past investment) and/or eighteen (18) months following receipt of such Asset Disposition Proceeds (each such period, an “Asset Disposition Reinvestment Period”), the Securitization Entities may 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; 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 Monthly 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 Monthly Fiscal Period calendar month budget will be subject to (i) the delivery by the Manager to the Control 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, such Asset Disposition Proceeds have not been so reinvested in Eligible Assets within the applicable Asset Disposition Reinvestment Period, any Asset Disposition Proceeds have not been 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, the Master Issuer shall withdraw an amount equal to all such uninvested Asset Disposition Proceeds promptly (but in no event later than the five (5) Business Day immediately succeeding Days) following 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 the such 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 shall be deposited to the Collection Account promptly following such decision 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 proceeds will be treated as Collections (and not as Asset Disposition Proceeds) for application on the following Weekly Allocation Date as indicated in the relevant Weekly Manager’s Certificate.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. All If any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition, any Asset Disposition Proceeds received by any Securitization Entity therefrom shall be deposited promptly following receipt thereof to the Asset Disposition Proceeds Account. At the election of any such Securitization Entity, within one (1) year following the receipt of such Asset Disposition Proceeds by the Securitization Entities (each such period, an “Asset Disposition Reinvestment Period”), the Securitization Entities may 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 AssetsAssets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, in the case of a Xxxxxx-Xxxxxxx Asset Disposition, within one year following the date of the Xxxxxx-Xxxxxxx Asset Disposition); 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 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 Monthly Fiscal Period budget will be subject to (i) the delivery by the Manager to the Control 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 such Asset Disposition Proceeds have not been 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 so reinvested in Eligible AssetsAssets within such one (1) year period (each such period, an “Asset Disposition Reinvestment Period”), the Master Issuer (or the Manager on its behalf) shall withdraw an amount equal to all such uninvested unreinvested 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 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 shall be deposited to the Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date. In connection with any prepayments made from Asset Disposition Proceeds, the 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 premium is otherwise payable with respect thereto.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. All If any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition 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 Asset Disposition Proceeds received by any Securitization Entity shall be promptly deposited promptly following receipt thereof by the applicable Securitization Entities (or the Manager on their behalf) to the Asset Disposition Proceeds Account. At the election of any such Securitization EntityEntity or the Manager on its behalf, the Securitization Entities may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) year following receipt of such Asset Disposition Proceeds and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Collection Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the one-year period prior to the receipt of such Asset Disposition Proceeds by the Securitization Entities (each such period, an “Asset Disposition Reinvestment Period”), the Securitization Entities may 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 AssetsProceeds; 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 Monthly 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 Monthly such Quarterly Fiscal Period budget will be subject to (i) the delivery by the Manager to the Control Party Party, the 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 that, within the applicable Asset Disposition Reinvestment Period, any such Asset Disposition Proceeds have not been either applied retroactively against a purchase of so invested in Eligible Assets that occurred during within the six one-year period set forth in the preceding sentence (6) months immediately preceding the receipt of each such period, an “Asset Disposition Proceeds by the Securitization Entities or reinvested in Eligible AssetsReinvestment Period”), the Master Issuer (or the Manager on its behalf) shall withdraw an amount equal to all such uninvested un-reinvested Asset Disposition Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period and promptly deposit such amount to the Collection Account 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 shall instead be deposited to the Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date.

Deposits and Withdrawals from the Asset Disposition Proceeds Account. All 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 received (as determined by any Securitization Entity 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 such Securitization EntityEntity 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 by the Securitization Entities (each such periodProceeds; provided, an “Asset Disposition Reinvestment Period”), the Securitization Entities may 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; 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 Monthly 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 Monthly Quarterly Fiscal Period budget will shall be subject to (i) the delivery by the Manager to the Control Party 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 that, within the applicable Asset Disposition Reinvestment Period, any Asset Disposition Proceeds have not been 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 so reinvested in Eligible AssetsAssets 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 shall withdraw an amount equal to all such uninvested Asset Disposition Proceeds (or the Manager on its behalf) will promptly, and no later than the five Business Day immediately succeeding Days after the expiration of the applicable Asset Disposition Reinvestment Period 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 the such immediately following Weekly Allocation Date immediately following and the deposit of such Asset Disposition Proceeds to related prepayment shall be made on the Collection AccountQuarterly 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 shall 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 the such immediately following Weekly Allocation DateDate 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. All If any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition 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 Asset Disposition Proceeds received by any Securitization Entity shall be promptly deposited promptly following receipt thereof to the Asset Disposition Proceeds Account. At the election of any such Securitization EntityEntity 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 one (1) calendar year period prior to the receipt of such Asset Disposition Proceeds by the Securitization Entities (each such period, an “Asset Disposition Reinvestment Period”), the Securitization Entities may 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 AssetsProceeds; 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 Monthly 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 Monthly such Quarterly Fiscal Period budget will be subject to (i) the delivery by the Manager to the Control Party Party, the 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 that, within the applicable Asset Disposition Reinvestment Period, any Asset Disposition Proceeds have not been either applied retroactively against a purchase of so reinvested in Eligible Assets that occurred during within such one (1) calendar year period (or eighteen (18) calendar month period, as applicable) (each such period, an “Asset Disposition Reinvestment Period”), the six Issuer (6or the Manager on its behalf) months shall instruct the Trustee in the Weekly Manager’s Certificate delivered for the Weekly Allocation Date immediately preceding following the receipt end of such Asset Disposition Proceeds by the Securitization Entities or reinvested in Eligible Assets, the Master Issuer shall Reinvestment Period to withdraw an amount equal to all such uninvested un-reinvested Asset Disposition Proceeds no later than the Business Day on such immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period following Weekly Allocation Date and promptly deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the such Weekly Allocation Date immediately following and the deposit of such Asset Disposition Proceeds to related prepayment shall be made on the Collection AccountQuarterly Payment Date indicated in the Weekly Manager’s Certificate. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition ProceedsProceeds (and such Asset Disposition Proceeds are not used to reimburse the Securitization Entities for amounts previously paid as set forth above), such Asset Disposition Proceeds 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 such Weekly Allocation DateDate 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. All If any Securitization Entity disposes of property pursuant to a Permitted Asset Disposition 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 received 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 Securitization Entity 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 Asset Disposition Proceeds shall be promptly deposited promptly following receipt thereof by the applicable Securitization Entities (or the Manager on their behalf) 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 any such Securitization EntityEntity 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 and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the 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 by the Securitization Entities (each such period, an “Asset Disposition Reinvestment Period”), the Securitization Entities may 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 AssetsProceeds; 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 Monthly 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 Monthly such Quarterly Fiscal Period budget will be subject to (i) the delivery by the Manager to the Control Party Party, the 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 that, within the applicable Asset Disposition Reinvestment Period, any such Asset Disposition Proceeds have not been either applied retroactively against a purchase of so invested in Eligible Assets that occurred during within the six one-year period set forth in the preceding sentence (6) months immediately preceding the receipt of each such period, an “Asset Disposition Proceeds by the Securitization Entities or reinvested in Eligible AssetsReinvestment Period”), the Master Issuer (or the Manager on its behalf) shall withdraw an amount equal to all such uninvested un-reinvested Asset Disposition Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period and promptly deposit such amount to the Collection Account 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 shall instead be deposited to the Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation DateDate unless used to reimburse the Securitization Entities for amounts previously paid as set forth above.