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

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Service Recipient in respect of the Collateral shall be promptly deposited (and in any event within five (5) Business Days following receipt thereof) to the Insurance Proceeds Account. At the election of such Service Recipient (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds) and so long as no Rapid Amortization Event has occurred and is continuing, the Service Recipients may reinvest such Insurance/Condemnation Proceeds to repair or replace the assets in respect of which such proceeds were received within one calendar year following receipt of such Insurance/Condemnation Proceeds; provided that (i) in the event the Manager has repaired or replaced the assets with respect to which such Insurance/Condemnation Proceeds have been received prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to reimburse the Manager for any expenditures in connection with such repair or replacement and (ii) any Insurance/Condemnation Proceeds received in connection with the exercise of any non-temporary condemnation, eminent domain or similar powers exercised pursuant to any Requirements of Law may be reinvested in Eligible Assets. To the extent such Insurance/Condemnation Proceeds have not been so reinvested within such one-year period (each such period, a “Casualty Reinvestment Period”), the Issuer (or the Manager on its behalf) shall withdraw an amount equal to all such un-reinvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and deposit such amounts 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 Insurance/Condemnation Proceeds to the Collection Account. In the event that such Service Recipient has elected not to reinvest such Insurance/Condemnation Proceeds, such Insurance/Condemnation 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 Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Service Recipient Securitization Entity in respect of the Collateral shall be deposited promptly deposited (and in any no event within more than (x) five (5) Business Days with respect to a disposition resulting in Insurance/Condemnation Proceeds in excess of $25,000 or (y) ninety (90) days with respect to a disposition resulting in Insurance/Condemnation Proceeds less than or equal to $25,000) following receipt thereof) thereof to the Insurance Proceeds Account. At the election of such Service Recipient Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds, which notice shall be required only with respect to Insurance/Condemnation Proceeds in an aggregate amount in excess of $5,000,000 in any fiscal year) and so long as no Rapid Amortization Event has shall have occurred and is continuing, the Service Recipients Securitization Entities may reinvest such Insurance/Condemnation Proceeds to repair or replace the assets in respect of which such proceeds were received within one calendar year following receipt of such Insurance/Condemnation Proceeds (or, if any Securitization Entity shall have entered into a binding commitment to reinvest such Insurance/Condemnation Proceeds within one (1) calendar year following receipt of such Insurance/Condemnation Proceeds, within eighteen (18) calendar months following receipt of such Insurance/Condemnation Proceeds); provided that (i) in the event the Manager has repaired or replaced the assets with respect to which such Insurance/Condemnation Proceeds have been received prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to reimburse the Manager for any expenditures in connection with such repair or replacement and (ii) any Insurance/Condemnation Proceeds received in connection with the exercise of any non-temporary condemnation, eminent domain or similar powers exercised pursuant to any Requirements of Law may be reinvested in Eligible Assets. To the extent such Insurance/Condemnation Proceeds have not been so reinvested or otherwise applied in the manner described above within such one-one (1) calendar year period (or eighteen (18) calendar month period, as applicable) (each such period, a “Casualty Reinvestment Period”), the Issuer Co-Issuers (or the Manager on its their behalf) shall instruct the Trustee in the Weekly Manager’s Certificate to withdraw an amount equal to all such un-reinvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and promptly deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date immediately following and the deposit of such Insurance/Condemnation 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 Service Recipient Securitization Entity has elected to not to reinvest such Insurance/Condemnation Proceeds, such Securitization Entity (or the Manager on its behalf) shall instruct the Trustee in the Weekly Manager’s Certificate to withdraw such Insurance/Condemnation Proceeds shall instead be deposited and deposit such amounts to the Collection Account promptly following such decision and applied to pay principal of each Series and/or Class of Notes Outstanding 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 unless such amounts are used to reimburse any Securitization Entities or their Affiliates for amounts previously paid in respect of repairs or replacement of such assets with respect to which such Insurance/Condemnation Proceeds have been received.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Service Recipient Securitization Entity in respect of the Collateral shall be deposited promptly deposited (and in any event within five (5) Business Days following receipt thereof) thereof to the Insurance Proceeds Account. At the election of such Service Recipient Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds) and so long as no Rapid Amortization Event has shall have occurred and is continuing, the Service Recipients Securitization Entities may reinvest such Insurance/Condemnation Proceeds to repair or replace the assets in respect of which such proceeds were received within one calendar year following receipt of such Insurance/Condemnation Proceeds; provided that (i) in the event the Manager has repaired or replaced the assets with respect to which such Insurance/Condemnation Proceeds have been received prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to reimburse the Manager for any expenditures in connection with such repair or replacement and (ii) any Insurance/Condemnation Proceeds received in connection with the exercise of any non-temporary condemnation, eminent domain or similar powers exercised pursuant to any Requirements of Law may be reinvested in Eligible Assets. To the extent such Insurance/Condemnation Proceeds have not been so reinvested within such one-year period (each such period, a “Casualty Reinvestment Period”), the Issuer Co-Issuers (or the Manager on its their behalf) shall withdraw an amount equal to all such un-reinvested uninvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date immediately following the deposit of such Insurance/Condemnation Proceeds to the Collection AccountDate. In the event that such Service Recipient Securitization Entity has elected not to reinvest such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall instead be deposited to the Collection Account promptly following such decision and applied to pay principal of each Series of Notes Outstanding in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Service Recipient Securitization Entity in respect of the Collateral shall be deposited promptly deposited (and in any no event within more than (x) five (5) Business Days with respect to a disposition resulting in Insurance/Condemnation Proceeds in excess of $25,000 or (y) 90 days with respect to a disposition resulting in Insurance/Condemnation Proceeds less than or equal to $25,000) following receipt thereof) thereof to the Insurance Proceeds Account. At the election of such Service Recipient Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds, which notice shall be required only with respect to Insurance/Condemnation Proceeds in an aggregate amount in excess of $5,000,000 in any fiscal year) and so long as no Rapid Amortization Event has shall have occurred and is continuing, the Service Recipients Securitization Entities may reinvest such Insurance/Condemnation Proceeds to repair or replace the assets in respect of which such proceeds were received within one calendar year following receipt of such Insurance/Condemnation Proceeds (or, if any Securitization Entity shall have entered into a binding commitment to reinvest such Insurance/Condemnation Proceeds within one (1) calendar year following receipt of such Insurance/Condemnation Proceeds, within eighteen (18) calendar months following receipt of such Insurance/Condemnation Proceeds); provided that (i) in the event the Manager has repaired or replaced the assets with respect to which such Insurance/Condemnation Proceeds have been received prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to reimburse the Manager for any expenditures in connection with such repair or replacement and (ii) any Insurance/Condemnation Proceeds received in connection with the exercise of any non-temporary condemnation, eminent domain or similar powers exercised pursuant to any Requirements of Law may be reinvested in Eligible Assets. To the extent such Insurance/Condemnation Proceeds have not been so reinvested or otherwise applied in the manner described above within such one-one (1) calendar year period (or eighteen (18) calendar month period, as applicable) (each such period, a “Casualty Reinvestment Period”), the Issuer (or the Manager on its behalf) shall will promptly, and no later than five Business Days after the expiration of the applicable Casualty Reinvestment Period, withdraw an amount equal to all such un-reinvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and deposit such amounts 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 Insurance/Condemnation 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 Service Recipient Securitization Entity has elected to not to reinvest such Insurance/Condemnation Proceeds, such Securitization Entity (or the Manager on its behalf) shall withdraw such Insurance/Condemnation Proceeds shall instead be deposited and deposit such amounts to the Collection Account promptly following such decision and applied to pay principal of each Series and/or Class of Notes Outstanding 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 such Weekly Manager’s Certificate unless such amounts are used to reimburse any Securitization Entities or their Affiliates for amounts previously paid in respect of repairs or replacement of such assets with respect to which such Insurance/Condemnation Proceeds have been received.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Service Recipient in respect of the Collateral Securitization Entity shall be promptly deposited (and in any event within five (5) Business Days following receipt thereof) to the Insurance Proceeds Account. At the election of such Service Recipient Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the any Insurance/Condemnation ProceedsProceeds in excess of $5,000,000 in any fiscal year) and so long as no Rapid Amortization Event has occurred and is continuing, the Service Recipients Securitization Entities may reinvest such Insurance/Condemnation Proceeds to repair or replace the assets in respect of which such proceeds were received within one calendar (1) year following receipt of such Insurance/Condemnation Proceeds; provided that (i) in the event the Manager has repaired or replaced the assets with respect to which such Insurance/Condemnation Proceeds have been received prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to reimburse the Manager for any expenditures in connection with such repair or replacement and (ii) any Insurance/Condemnation Proceeds received in connection with the exercise of any non-temporary condemnation, eminent domain or similar powers exercised pursuant to any Requirements of Law may be reinvested in Eligible Assets. To the extent such Insurance/Condemnation Proceeds have not been so reinvested within such one-year period (each such period, a “Casualty Reinvestment Period”), the Issuer Co-Issuers (or the Manager on its their behalf) shall instruct the Trustee to withdraw an amount equal to all such un-reinvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and promptly deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date immediately following the deposit of such Insurance/Condemnation Proceeds to the Collection AccountDate. In the event that such Service Recipient has the Co-Issuers have elected not to reinvest such Insurance/Condemnation Proceeds, the Co-Issuers (or the Manager on their behalf) shall instruct the Trustee to withdraw such Insurance/Condemnation Proceeds shall instead be deposited and deposit such amounts to the Collection Account promptly following such decision and applied to pay principal of each Series and/or Class of Notes Outstanding 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 herein.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Service Recipient in respect of the Collateral Securitization Entity shall be promptly deposited (and in any event within five (5) Business Days following receipt thereof) to the Insurance Proceeds Account. At the election of such Service Recipient Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the any Insurance/Condemnation ProceedsProceeds in excess of $25,000 in any fiscal year) and so long as no Rapid Amortization Event has occurred and is continuing, the Service Recipients Securitization Entities may reinvest such Insurance/Condemnation Proceeds to repair or replace the assets in respect of which such proceeds were received within one calendar (1) year following receipt of such Insurance/Condemnation Proceeds; provided that (i) in the event the Manager has repaired or replaced the assets with respect to which such Insurance/Condemnation Proceeds have been received prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to reimburse the Manager for any expenditures in connection with such repair or replacement and (ii) any Insurance/Condemnation Proceeds received in connection with the exercise of any non-temporary condemnation, eminent domain or similar powers exercised pursuant to any Requirements of Law may be reinvested in Eligible Assets. To the extent such Insurance/Condemnation Proceeds have not been so reinvested within such one-year period (each such period, a “Casualty Reinvestment Period”), the Issuer (or Manager shall instruct the Manager on its behalf) shall Trustee to withdraw an amount equal to all such un-reinvested uninvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and deposit such amounts on such Weekly Allocation Date 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 Insurance/Condemnation Proceeds to the Collection AccountDate. In the event that such Service Recipient Securitization Entity has elected to not to reinvest such Insurance/Condemnation Proceeds, the Manager shall instruct the Trustee to withdraw such Insurance/Condemnation Proceeds shall instead be deposited and deposit such amount to the Collection Account promptly on the following Weekly Allocation Date following such decision and applied to pay principal of each Series and/or Class of Notes Outstanding in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Service Recipient Securitization Entity in respect of the Collateral shall be promptly deposited (and in any event within five (5) Business Days following receipt thereof) to the Insurance Proceeds Account. At the election of such Service Recipient Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds, which notice shall be required only with respect to Insurance/Condemnation Proceeds in an aggregate amount in excess of $5,000,000 in any fiscal year) and so long as no Rapid Amortization Event has occurred and is continuing, the Service Recipients Securitization Entities may reinvest such Insurance/Condemnation Proceeds to repair or replace the assets in respect of which such proceeds were received within one (1) calendar year following receipt of such Insurance/Condemnation Proceeds (or, if any Securitization Entity shall have entered into a binding commitment to reinvest such Insurance/Condemnation Proceeds within one (1) calendar year following receipt of such Insurance/Condemnation Proceeds, within eighteen (18) calendar months following receipt of such Insurance/Condemnation Proceeds); provided that (i) in the event the Manager has repaired or replaced the assets with respect to which such Insurance/Condemnation Proceeds have been received prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to reimburse the Manager for any expenditures in connection with such repair or replacement and (ii) any Insurance/Condemnation Proceeds received in connection with the exercise of any non-temporary condemnation, eminent domain or similar powers exercised pursuant to any Requirements of Law may be reinvested in Eligible Assets. To the extent such Insurance/Condemnation Proceeds have not been so reinvested or otherwise applied in the manner described above within such one-one (1) calendar year period (or eighteen (18) calendar month period, as applicable) (each such period, a “Casualty Reinvestment Period”), the Issuer (or the Manager on its behalf) shall instruct the Trustee, in the Weekly Manager’s Certificate delivered for the Weekly Allocation Date immediately following the end of such Casualty Reinvestment Period, to withdraw an amount equal to all such un-reinvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and promptly deposit such amounts 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 related prepayment shall be made on the Quarterly Payment Date indicated in such Insurance/Condemnation Proceeds to the Collection AccountWeekly Manager’s Certificate. In the event that such Service Recipient Securitization Entity has elected to not to reinvest such Insurance/Condemnation Proceeds, it (or the Manager on its behalf) shall instruct the Trustee in the Weekly Manager’s Certificate delivered for the immediately following Weekly Allocation Date to withdraw such Insurance/Condemnation Proceeds shall instead be deposited and deposit such amounts to the Collection Account promptly following such decision and applied to pay principal of each Series and/or Class of Notes Outstanding 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 such Weekly Manager’s Certificate unless such amounts are used to reimburse any Securitization Entities or their Affiliates for amounts previously paid in respect of repairs or replacement of such assets with respect to which such Insurance/Condemnation Proceeds have been received.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Service Recipient Securitization Entity in respect of the Collateral Securitized Assets shall be deposited promptly deposited (and in any event within five (5) Business Days following receipt thereof) thereof to the Insurance Proceeds Account; provided that up to $1,000,000 of Insurance/Condemnation Proceeds in each calendar year, at the election of the Manager, may be excluded from payment into the Insurance Proceeds Account and shall be treated as Collections. At the election of such Service Recipient Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds) and so long as no Rapid Amortization Event has shall have occurred and is continuing, the Service Recipients Securitization Entities may reinvest such Insurance/Condemnation Proceeds in Eligible Assets and/or to repair or replace the assets in respect of which such proceeds were received received, in each case, within one (1) calendar year following receipt of such Insurance/Condemnation Proceeds; provided that (i) in the event the Manager has repaired or replaced the assets with respect to which such Insurance/Condemnation Proceeds have been received prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to reimburse the Manager for any expenditures in connection with such repair or replacement and (ii) any Insurance/Condemnation Proceeds received in connection with the exercise of any non-temporary condemnation, eminent domain or similar powers exercised pursuant to any Requirements of Law may be reinvested in Eligible Assetsreplacement. To the extent such Insurance/Condemnation Proceeds have not been so reinvested within such one-one (1) calendar year period (each such period, a “Casualty Reinvestment Period”), the Master Issuer (or the Manager on its behalf) shall withdraw an amount equal to all such un-reinvested uninvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date immediately following the deposit of such Insurance/Condemnation Proceeds to the Collection AccountDate. In the event that such Service Recipient Securitization Entity has elected to not to reinvest such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall instead be deposited to the Collection Account promptly following such decision and applied to pay principal of each Series of Notes Outstanding in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Service Recipient Securitization Entity in respect of the Collateral shall be promptly deposited (and in any event within five (5) Business Days following receipt thereof) to the Insurance Proceeds Account: provided that no such deposit shall be required to be made to the extent that (a) for any fiscal year, the aggregate amount of all Insurance/Condemnation Proceeds received by or on behalf of the Securitization Entities during such fiscal year is less than or equal to the Insurance/Condemnation Proceeds Threshold Amount or (b) if the aggregate amount of all Insurance/Condemnation Proceeds received by or on behalf of the Securitization Entities during such fiscal year exceeds the Insurance/Condemnation Proceeds Threshold Amount, the amount of Insurance/Condemnation Proceeds with respect to a particular casualty or condemnation event is less than or equal to $1,000; provided, further, that any Insurance/Condemnation Proceeds not required to be deposited to the Insurance Proceeds Account in accordance with the above shall be treated as Collections. At the election of such Service Recipient any Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds) and so long as no Rapid Amortization Event has shall have occurred and is be continuing, the Service Recipients Securitization Entities may reinvest such any Insurance/Condemnation Proceeds deposited to repair or replace the assets Insurance Proceeds Account in respect of which such proceeds were received Eligible Assets within one calendar year following receipt of such Insurance/Condemnation Proceeds; provided that (i) in the event the Manager has repaired or replaced applied funds in an amount equal to the assets with respect to which amount of such Insurance/Condemnation Proceeds have been received to invest in Eligible Assets prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to reimburse the Manager for any expenditures in connection with such repair or replacement and (ii) any Insurance/Condemnation Proceeds received in connection with the exercise of any non-temporary condemnation, eminent domain or similar powers exercised pursuant to any Requirements of Law may be reinvested in Eligible Assetsexpenditure. To the extent such Insurance/Condemnation Proceeds have not been so reinvested within such one-year period (each such period, a “Casualty Reinvestment Period”), the Master Issuer (or the Manager on its behalf) shall withdraw an amount equal to all such un-reinvested unreinvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date immediately following the deposit of such Insurance/Condemnation Proceeds to the Collection AccountDate. In the event that such Service Recipient has elected any Securitization Entity elects to not to reinvest such any Insurance/Condemnation ProceedsProceeds that would otherwise be required to be deposited to the Insurance Proceeds Account, such Insurance/Condemnation Proceeds shall instead be deposited to the Collection Account promptly following such decision and applied to pay principal of each Series of Notes Outstanding in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date. In connection with any prepayments made from Insurance/Condemnation Proceeds, the Master Issuer will not be obligated to pay any Series 2015-1 Class A-2 Make-Whole Prepayment Premium to any Noteholder.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Service Recipient Securitization Entity in respect of the Collateral shall be deposited promptly deposited (and in any no event within more than (x) five (5) Business Days with respect to a disposition resulting in Insurance/Condemnation Proceeds in excess of $25,000 or (y) ninety (90) days with respect to a disposition resulting in Insurance/Condemnation Proceeds less than or equal to $25,000) following receipt thereof) thereof to the Insurance Proceeds Account. At the election of such Service Recipient Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds, which notice shall, on and after the Springing Amendments Implementation Date, be required only with respect to Insurance/Condemnation Proceeds in an aggregate amount in excess of the greater of (A) 3.75% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $10,000,000 in any fiscal year and so long as no Rapid Amortization Event has occurred and is continuing) and so long as no Rapid Amortization Event shall have occurred and is continuing, the Service Recipients Securitization Entities may reinvest such Insurance/Condemnation Proceeds to repair or replace the assets in respect of which such proceeds were received within one (1) calendar year following receipt of such Insurance/Condemnation Proceeds (or, if any Securitization Entity shall have entered into a binding commitment to reinvest such Insurance/Condemnation Proceeds within one (1) calendar year following receipt of such Insurance/Condemnation Proceeds, within eighteen (18) calendar months following receipt of such Insurance/Condemnation Proceeds) (each such period, a “Casualty Reinvestment Period”); provided that (i) in the event the Manager has repaired or replaced the assets with respect to which such Insurance/Condemnation Proceeds have been received prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to reimburse the Manager for any expenditures in connection with such repair or replacement and (ii) any Insurance/Condemnation Proceeds received in connection with the exercise of any non-temporary condemnation, eminent domain or similar powers exercised pursuant to any Requirements of Law may be reinvested in Eligible Assets. To the extent such Insurance/Condemnation Proceeds have not been so reinvested or otherwise applied in the manner described above within such one-year period (each such period, a “the applicable Casualty Reinvestment Period”), the Issuer such Securitization Entity (or the Manager on its behalf) shall will withdraw an amount equal to all such un-reinvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and promptly deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date immediately following the deposit of such Insurance/Condemnation Proceeds to the Collection AccountDate. In the event that such Service Recipient Securitization Entity has elected to not to reinvest such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall will instead be deposited to the Collection Account promptly following such decision and applied to pay principal of each Series and/or Class of Notes Outstanding 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.