Common use of Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds Clause in Contracts

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d) of the Base Indenture and deposited in the applicable Series 2015-1 Distribution Accounts and used to prepay first, if a Series 2015-1 Class A-1 Notes Amortization Period is continuing, the Series 2015-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), second, the Series 2015-1 Class A-2 Notes (to be allocated between the Tranches ratably based on the Series 2015-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 2015-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 2015-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2015-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2015-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d5.12(h) of the Base Indenture and any such funds allocable to the Series 2017-1 Notes shall be deposited in the applicable Series 20152017-1 Distribution Accounts and used to prepay first, if a Series 20152017-1 Class A-1 Notes Amortization Period is continuing, the Series 20152017-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2017-1 Class A-1 Order of DistributionNote Purchase Agreement), second, the Series 20152017-1 Class A-2 Notes (to be allocated between the Tranches ratably based on in accordance with the Series 2015-1 Class A-2 Outstanding Principal Amount of each TrancheTranche Percentage) and third, provided that clause first does not apply, the Series 20152017-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2017-1 Class A-1 Order of DistributionNote Purchase Agreement), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20152017-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152017-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20152017-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d5.12(h) of the Base Indenture and deposited in the applicable Series 20152017-1 Distribution Accounts and used to prepay first, if a the Series 20152017-1 Class A-1 Notes Amortization Period is continuinghave not been repaid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) on or before the Series 2017-1 Class A-1 Notes Renewal Date, the Series 20152017-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2017-1 Class A-1 Order of Distribution), Note Purchase Agreement) and second, the Series 20152017-1 Class A-2 Notes (to be allocated between the Tranches ratably based on their respective portion of the Series 20152017-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 2015-1 Class A-1 Notes (in accordance with the Class A-1 Order of DistributionAmount), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Master Issuer Co-Issuers shall not be obligated to pay any prepayment premiumSeries 2017-1 Class A-2 Make-Whole Prepayment Consideration. The Master Issuer Co-Issuers shall, however, be obligated to pay any applicable Series 20152017-1 Class A-2 Make-Whole Prepayment Premium Consideration required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Permitted Brand Dispositions or Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152017-1 Class A-2 Make-Whole Prepayment Premium Consideration is not paid because insufficient funds are available to pay such Series 20152017-1 Class A-2 Make-Whole Prepayment PremiumConsideration, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d) of the Base Indenture and deposited in the applicable Series 20152018-1 Distribution Accounts and used to prepay first, if a Series 20152018-1 Class A-1 Notes Amortization Period is continuing, the Series 20152018-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), second, the Series 20152018-1 Class A-2 Notes (to be allocated between the Tranches ratably based on the Series 20152018-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 20152018-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20152018-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152018-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20152018-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i5.12(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d5.13(d) of the Base Indenture and deposited in the applicable Series 20152022-1 Distribution Accounts and used to prepay first, if a Series 20152022-1 Class A-1 Notes Amortization Period is continuing, the Series 20152022-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), second, the Series 20152022-1 Class A-2 Notes (to be allocated between the Tranches ratably based on the Series 20152022-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 20152022-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20152022-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152022-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20152022-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d5.12(h) of the Base Indenture and any such funds allocable to the Series 2019-1 Notes shall be deposited in the applicable Series 20152019-1 Distribution Accounts and used to prepay first, if a Series 20152019-1 Class A-1 Notes Amortization Period is continuing, the Series 20152019-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2019-1 Class A-1 Order of DistributionNote Purchase Agreement), second, the Series 20152019-1 Class A-2 Notes (to be allocated between the Tranches ratably based on in accordance with the Series 2015-1 Class A-2 Outstanding Principal Amount of each TrancheTranche Percentage) and third, provided that clause first does not apply, the Series 20152019-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2019-1 Class A-1 Order of DistributionNote Purchase Agreement), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20152019-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152019-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20152019-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d5.12(h) of the Base Indenture and deposited in the applicable Series 20152014-1 Distribution Accounts and used to prepay first, if a Series 20152014-1 Class A-1 Notes Amortization Period is continuing, the Series 20152014-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2014-1 Class A-1 Order of DistributionNote Purchase Agreement), second, the Series 20152014-1 Class A-2 Notes (to be allocated between the Tranches ratably based on their respective portion of the Series 20152014-1 Class A-2 Outstanding Principal Amount of each Tranche) Amount), and third, provided that clause first does not apply, the Series 20152014-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2014-1 Class A-1 Order of DistributionNote Purchase Agreement), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Master Issuer Co-Issuers shall not be obligated to pay any prepayment premium. The Master Issuer Co-Issuers shall, however, be obligated to pay any applicable Series 20152014-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152014-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20152014-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i5.13(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d5.14(d) of the Base Indenture and deposited in the applicable Series 20152023-1 Distribution Accounts Account and used to prepay first, if a Series 2015-1 Class A-1 Notes Amortization Period is continuing, the Series 2015-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), second, the Series 20152023-1 Class A-2 Notes (to be allocated between the Tranches ratably based on their respective portion of the Series 20152023-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 2015-1 Class A-1 Notes (in accordance with the Class A-1 Order of DistributionAmount), on the Quarterly Payment Date immediately succeeding such depositindicated in the Weekly Manager’s Certificate. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j2.4(k), the Master Issuer Co-Issuers shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20152023-1 Class A-2 Make-Whole Prepayment Premium Consideration. The Co-Issuers shall be obligated to pay any Series 2023-1 Class A-2 Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e2.4(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j2.4(k); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152023-1 Class A-2 Make-Whole Prepayment Premium Consideration is not paid because insufficient funds are available to pay such Series 20152023-1 Class A-2 Make-Whole Prepayment PremiumConsideration, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d5.12(h) of the Base Indenture and deposited in the applicable Series 2015-1 Distribution Accounts and used to prepay first, if a Series 2015-1 Class A-1 Notes Amortization Period is continuing, the Series 2015-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2015-1 Class A-1 Order of DistributionNote Purchase Agreement), second, the Series 2015-1 Class A-2 Notes (to be allocated between the Tranches ratably based on in accordance with the Series 2015-1 Class A-2 Outstanding Principal Amount of each TrancheTranche Percentage) and third, provided that clause first does not apply, the Series 2015-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2015-1 Class A-1 Order of DistributionNote Purchase Agreement), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 2015-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2015-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2015-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i5.10(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d5.11(d) of the Base Indenture and deposited in the applicable Series 20152019-1 Distribution Accounts and used to prepay first, if a Series 20152019-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20152019-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2019-1 Class A-1 Order of Distribution)Note Purchase Agreement) and, second, the Series 20152019-1 Class A-2 Notes (to be allocated between the Tranches ratably based on their respective portion of the Series 20152019-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 2015-1 Class A-1 Notes (in accordance with the Class A-1 Order of DistributionAmount), on the Quarterly Payment Date immediately succeeding such depositindicated in the Weekly Manager’s Certificate. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Master Issuer Co-Issuers shall not be obligated to pay any prepayment premiumSeries 2019-1 Class A-2 Make-Whole Prepayment Consideration. The Master Issuer Co-Issuers shall, however, be obligated to pay any applicable Series 20152019-1 Class A-2 Make-Whole Prepayment Premium Consideration required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152019-1 Class A-2 Make-Whole Prepayment Premium Consideration is not paid because insufficient funds are available to pay such Series 20152019-1 Class A-2 Make-Whole Prepayment PremiumConsideration, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d) of the Base Indenture and any such amounts allocable to the Series 2022-1 Class A-2 Notes shall be deposited in the applicable Series 20152022-1 Class A-2 Distribution Accounts Account and used to prepay first, if a Series 2015-1 Class A-1 Notes Amortization Period is continuing, each Tranche of the Series 2015-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), second, the Series 20152022-1 Class A-2 Notes (to be allocated between the Tranches ratably based on the Series 20152022-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 2015-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20152022-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152022-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20152022-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i5.12(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d5.13(d) of the Base Indenture Indenture, and deposited in the applicable Series 2015-1 Distribution Accounts and used any such funds allocable to prepay first, if a Series 2015-1 Class A-1 Notes Amortization Period is continuing, the Series 2015-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), second, the Series 20152019-1 Class A-2 Notes (to shall be allocated between the Tranches ratably based on deposited in the Series 20152019-1 Distribution Account and used to prepay the Series 2019-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 2015-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this this‎ Section 3.6(j2.5(j), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20152019-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.6(e2.5(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j2.5(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152019-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20152019-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i5.12(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d5.13(d) of the Base Indenture and deposited in the applicable Series 20152022-1 Distribution Accounts and used to prepay first, if a Series 20152022-1 Class A-1 A‑1 Notes Amortization Period is continuing, the Series 20152022-1 Class A-1 A‑1 Notes (in accordance with the Class A-1 A‑1 Order of Distribution), second, the Series 20152022-1 Class A-2 A‑2 Notes (to be allocated between among the Tranches ratably based on the Series 20152022-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 20152022-1 Class A-1 A‑1 Notes (in accordance with the Class A-1 A‑1 Order of Distribution), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j3.06(j), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20152022-1 Class A-2 Make-Whole A‑2 Make‑Whole Prepayment Premium required to be paid pursuant to Section 3.6(e3.06(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j3.06(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152022-1 Class A-2 Make-Whole A‑2 Make‑Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20152022-1 Class A-2 Make-Whole A‑2 Make‑Whole Prepayment Premium, Premium in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d) of the Base Indenture and any such amounts allocable to the Series 2019-1 Notes shall be deposited in the applicable Series 20152019-1 Distribution Accounts and used to prepay first, if a Series 20152019-1 Class A-1 Notes Amortization Period is continuing, the Series 20152019-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), second, the Series 20152019-1 Class A-2 Notes (to be allocated between the Tranches ratably based on the Series 20152019-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 20152019-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20152019-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152019-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20152019-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i5.13(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d5.14(d) of the Base Indenture and any such amounts allocable to the Series 2022-1 Notes shall be deposited in the applicable Series 20152022-1 Distribution Accounts and used to prepay first, if a Series 20152022-1 Class A-1 Notes Amortization Period is continuing, the Series 20152022-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), second, the Series 20152022-1 Class A-2 Notes (to be allocated between the Tranches ratably based on the Series 2015-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 20152022-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this this‎ Section 3.6(j), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20152022-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152022-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20152022-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d) of the Base Indenture and any such amounts allocable to the Series 2021-1 Notes shall be deposited in the applicable Series 20152021-1 Distribution Accounts and used to prepay first, if a Series 20152021-1 Class A-1 Notes Amortization Period is continuing, the Series 20152021-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), second, the Series 20152021-1 Class A-2 Notes (to be allocated between the Tranches ratably based on the Series 20152021-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 20152021-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20152021-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152021-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20152021-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i5.12(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d5.13(d) of the Base Indenture and deposited in the applicable Series 20152018-1 Distribution Accounts and used to prepay first, if a Series 20152018-1 Class A-1 Notes Amortization Period is continuing, the Series 20152018-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), second, the Series 20152018-1 Class A-2 Notes (to be allocated between the Tranches ratably based on the Series 20152018-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 20152018-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20152018-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152018-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20152018-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d) of the Base Indenture and deposited in the applicable Series 20152020-1 Distribution Accounts and used to prepay first, if a Series 20152020-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20152020-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2020-1 Class A-1 Order of Distribution)Note Purchase Agreement) and, second, the Series 20152020-1 Class A-2 Notes (to be allocated between the Tranches ratably based on their respective portion of the Series 20152020-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 2015-1 Class A-1 Notes (in accordance with the Class A-1 Order of DistributionAmount), on the Quarterly Payment Date immediately succeeding such depositindicated in the Weekly Manager’s Certificate. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Master Issuer shall not be obligated to pay any prepayment premiumSeries 2020-1 Class A-2 Make-Whole Prepayment Consideration. The Master Issuer shall, however, be obligated to pay any applicable Series 20152020-1 Class A-2 Make-Whole Prepayment Premium Consideration required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20152020-1 Class A-2 Make-Whole Prepayment Premium Consideration is not paid because insufficient funds are available to pay such Series 20152020-1 Class A-2 Make-Whole Prepayment PremiumConsideration, in accordance with the Priority of Payments.