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

Deposits and Withdrawals from the Insurance Proceeds Accounts. (i) 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 applicable Insurance Proceeds Account. At the election of such Service Recipient (as notified by the applicable 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 applicable Service Recipients 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, on and after the 2022 Springing Amendments Implementation Date, 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 applicable 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 applicable 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 (or, on and after the 2022 Springing Amendments Implementation Date, 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 such eighteen-month period, each such period, a “Casualty Reinvestment Period”), the applicable Co-Issuer (or the applicable Manager on its behalf) shall withdraw an amount equal to all such 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 applicable 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 applicable 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 applicable Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date. (ii) The Canadian Co-Issuer will hold Insurance/Condemnation Proceeds attributable to another Canadian Securitization Entity as agent for such Canadian Securitization Entity until such Insurance/Condemnation Proceeds are applied pursuant to the Priority of Payments or reinvested in Eligible Assets in accordance with Section 5.10(d)(i). The Canadian Co-Issuer may enter into transactions with the other Canadian Securitization Entities to the extent permitted by Section 8.13, Section 8.18 and Section 8.21 to the extent necessary or helpful to give effect to the Priority of Payments (as determined by the Canadian Manager in accordance with the applicable Managing Standard) in order to acquire any such Insurance/Condemnation Proceeds, for such other Canadian Securitization Entity to reinvest any such proceeds in accordance with Section 5.10(d)(i) or to allow the Canadian Co-Issuer to make a loan to the Issuer pursuant to Section 5.10(d)(iii). (iii) Immediately prior to any application of such Insurance/Condemnation Proceeds in accordance with priority (i) of the Priority of Payments, the applicable Co-Issuer (or the Manager on its behalf) shall be permitted to disregard the requirements of the Priority of Payments and deem a portion of such Insurance/Condemnation Proceeds as a payment of the Residual Amount to the Issuer or the Canadian Residual Account, as applicable, so long as (x) the recipient Co-Issuer immediately thereafter uses such Residual Amount to make a loan to the other Co-Issuer in accordance with Section 8.13 with interest at a rate determined by the applicable Manager in accordance with the applicable Managing Standard, (y) after giving effect to such payment of such Residual Amount and such loan, the related Insurance/Condemnation Proceeds are applied pursuant to the Priority of Payments by the Co-Issuers as if such loaned amount was Insurance/Condemnation Proceeds of the recipient Co-Issuer and (z) the deemed payment of such Residual Amount is disregarded for purposes of the Weekly Manager’s Certificate.

Deposits and Withdrawals from the Insurance Proceeds Accounts. (i) 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 applicable Insurance Proceeds Account. At the election of such Service Recipient (as notified by the applicable 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 applicable Service Recipients 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, on and after the 2022 Springing Amendments Implementation Date, 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 applicable 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 applicable 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 (or, on and after the 2022 Springing Amendments Implementation Date, 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 such eighteen-month period, each such period, a “Casualty Reinvestment Period”), the applicable Co-Co- Issuer (or the applicable Manager on its behalf) shall withdraw an amount equal to all such uninvested 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 applicable 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 applicable 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 applicable Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date. (ii) The Canadian Co-Issuer will hold Insurance/Condemnation Proceeds attributable to another Canadian Securitization Entity as agent for such Canadian Securitization Entity until such Insurance/Condemnation Proceeds are applied pursuant to the Priority of Payments or reinvested in Eligible Assets in accordance with Section 5.10(d)(i). The Canadian Co-Issuer may enter into transactions with the other Canadian Securitization Entities to the extent permitted by Section 8.13, Section 8.18 and Section 8.21 to the extent necessary or helpful to give effect to the Priority of Payments (as determined by the Canadian Manager in accordance with the applicable Managing Standard) in order to acquire any such Insurance/Condemnation Proceeds, for such other Canadian Securitization Entity to reinvest any such proceeds in accordance with Section 5.10(d)(i) or to allow the Canadian Co-Issuer to make a loan to the Issuer pursuant to Section 5.10(d)(iii). (iii) Immediately prior to any application of such Insurance/Condemnation Proceeds in accordance with priority (i) of the Priority of Payments, the applicable Co-Issuer (or the Manager on its behalf) shall be permitted to disregard the requirements of the Priority of Payments and deem a portion of such Insurance/Condemnation Proceeds as a payment of the Residual Amount to the Issuer or the Canadian Residual Account, as applicable, so long as (x) the recipient Co-Issuer immediately thereafter uses such Residual Amount to make a loan to the other Co-Issuer in accordance with Section 8.13 with interest at a rate determined by the applicable Manager in accordance with the applicable Managing Standard, (y) after giving effect to such payment of such Residual Amount and such loan, the related Insurance/Condemnation Proceeds are applied pursuant to the Priority of Payments by the Co-Issuers as if such loaned amount was Insurance/Condemnation Proceeds of the recipient Co-Issuer and (z) the deemed payment of such Residual Amount is disregarded for purposes of the Weekly Manager’s Certificate.

Deposits and Withdrawals from the Insurance Proceeds Accounts. (i) (d) 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 applicable Insurance Proceeds Account. At the election of such Service Recipient (as notified by the applicable 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 applicable Service Recipients 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, on and after the 2022 Springing Amendments Implementation Date, 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 applicable 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 applicable 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 (or, on and after the 2022 Springing Amendments Implementation Date, 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 such eighteen-month period, each such period, a “Casualty Reinvestment Period”), the applicable Issuerapplicable Co-Issuer (or the applicable Manager on its behalf) shall withdraw an amount equal to all such uninvested 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 applicable 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 applicable 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 applicable Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date. (ii) The Canadian Co-Issuer will hold Insurance/Condemnation Proceeds attributable to another Canadian Securitization Entity as agent for such Canadian Securitization Entity until such Insurance/Condemnation Proceeds are applied pursuant to the Priority of Payments or reinvested in Eligible Assets in accordance with Section 5.10(d)(i). The Canadian Co-Issuer may enter into transactions with the other Canadian Securitization Entities to the extent permitted by Section 8.13, Section 8.18 and Section 8.21 to the extent necessary or helpful to give effect to the Priority of Payments (as determined by the Canadian Manager in accordance with the applicable Managing Standard) in order to acquire any such Insurance/Condemnation Proceeds, for such other Canadian Securitization Entity to reinvest any such proceeds in accordance with Section 5.10(d)(i) or to allow the Canadian Co-Issuer to make a loan to the Issuer pursuant to Section 5.10(d)(iii). (iii) Immediately prior to any application of such Insurance/Condemnation Proceeds in accordance with priority (i) of the Priority of Payments, the applicable Co-Issuer (or the Manager on its behalf) shall be permitted to disregard the requirements of the Priority of Payments and deem a portion of such Insurance/Condemnation Proceeds as a payment of the Residual Amount to the Issuer or the Canadian Residual Account, as applicable, so long as (x) the recipient Co-Issuer immediately thereafter uses such Residual Amount to make a loan to the other Co-Issuer in accordance with Section 8.13 with interest at a rate determined by the applicable Manager in accordance with the applicable Managing Standard, (y) after giving effect to such payment of such Residual Amount and such loan, the related Insurance/Condemnation Proceeds are applied pursuant to the Priority of Payments by the Co-Issuers as if such loaned amount was Insurance/Condemnation Proceeds of the recipient Co-Issuer and (z) the deemed payment of such Residual Amount is disregarded for purposes of the Weekly Manager’s Certificate.

Deposits and Withdrawals from the Insurance Proceeds Accounts. (i) 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 applicable Insurance Proceeds Account. At the election of such Service Recipient (as notified by the applicable 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 applicable Service Recipients 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, on and after the 2022 Springing Amendments Implementation Date, 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 applicable 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 applicable 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 (or, on and after the 2022 Springing Amendments Implementation Date, 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 such eighteen-month period, each such period, a “Casualty Reinvestment Period”), the applicable Co-Issuer (or the applicable Manager on its behalf) shall withdraw an amount equal to all such uninvested 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 applicable 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 applicable 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 applicable Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date. (ii) The Canadian Co-Issuer will hold Insurance/Condemnation Proceeds attributable to another Canadian Securitization Entity as agent for such Canadian Securitization Entity until such Insurance/Condemnation Proceeds are applied pursuant to the Priority of Payments or reinvested in Eligible Assets in accordance with Section 5.10(d)(i). The Canadian Co-Issuer may enter into transactions with the other Canadian Securitization Entities to the extent permitted by Section 8.13, Section 8.18 and Section 8.21 to the extent necessary or helpful to give effect to the Priority of Payments (as determined by the Canadian Manager in accordance with the applicable Managing Standard) in order to acquire any such Insurance/Condemnation Proceeds, for such other Canadian Securitization Entity to reinvest any such proceeds in accordance with Section 5.10(d)(i) or to allow the Canadian Co-Issuer to make a loan to the Issuer pursuant to Section 5.10(d)(iii). (iii) Immediately prior to any application of such Insurance/Condemnation Proceeds in accordance with priority (i) of the Priority of Payments, the applicable Co-Issuer (or the Manager on its behalf) shall be permitted to disregard the requirements of the Priority of Payments and deem a portion of such Insurance/Condemnation Proceeds as a payment of the Residual Amount to the Issuer or the Canadian Residual Account, as applicable, so long as (x) the recipient Co-Issuer immediately thereafter uses such Residual Amount to make a loan to the other Co-Issuer in accordance with Section 8.13 with interest at a rate determined by the applicable Manager in accordance with the applicable Managing Standard, (y) after giving effect to such payment of such Residual Amount and such loan, the related Insurance/Condemnation Proceeds are applied pursuant to the Priority of Payments by the Co-Issuers as if such loaned amount was Insurance/Condemnation Proceeds of the recipient Co-Issuer and (z) the deemed payment of such Residual Amount is disregarded for purposes of the Weekly Manager’s Certificate.