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to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d) of the Base Indenture and deposited in the applicable Series 2020-1 Distribution Accounts and used to prepay first, if a Series 2020-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 2020-1 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 Note Purchase Agreement) and, second, the Series 2020-1 Class A-2 Notes (based on their respective portion of the Series 2020-1 Class A-2 Outstanding Principal Amount), on the Quarterly Payment Date indicated 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 Issuer shall not be obligated to pay any Series 2020-1 Class A-2 Make-Whole Prepayment Consideration. The Issuer shall, however, be obligated to pay any applicable Series 2020-1 Class A-2 Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e) 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 2020-1 Class A-2 Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 2020-1 Class A-2 Make-Whole Prepayment Consideration, 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to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(d5.12(h) of the Base Indenture and any such funds allocable to the Series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 20202017-1 Distribution Accounts and used to prepay first, if a Series 20202017-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20202017-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20202017-1 Class A-1 Note Purchase Agreement) and), second, the Series 20202017-1 Class A-2 Notes (based on their respective portion to be allocated between the Tranches in accordance with the Tranche Percentage) and third, provided that clause first does not apply, the Series 2017-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20202017-1 Class A-2 Outstanding Principal AmountA-1 Note Purchase Agreement), on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateimmediately 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 Series 2020-1 Class A-2 Make-Whole Prepayment Considerationprepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20202017-1 Class A-2 Make-Whole Prepayment Consideration 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 20202017-1 Class A-2 Make-Whole Prepayment Consideration Premium is not paid because insufficient funds are available to pay such Series 20202017-1 Class A-2 Make-Whole Prepayment ConsiderationPremium, 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 20202018-1 Distribution Accounts and used to prepay first, if a Series 20202018-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20202018-1 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 Note Purchase Agreement) andOrder of Distribution), second, the Series 20202018-1 Class A-2 Notes (to be allocated between the Tranches ratably based on their respective portion of the Series 20202018-1 Class A-2 Outstanding Principal AmountAmount of each Tranche) and third, provided that clause first does not apply, the Series 2018-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateimmediately 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 Series 2020-1 Class A-2 Make-Whole Prepayment Considerationprepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20202018-1 Class A-2 Make-Whole Prepayment Consideration 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 20202018-1 Class A-2 Make-Whole Prepayment Consideration Premium is not paid because insufficient funds are available to pay such Series 20202018-1 Class A-2 Make-Whole Prepayment ConsiderationPremium, 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 20202018-1 Distribution Accounts and used to prepay first, if a Series 20202018-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20202018-1 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 Note Purchase Agreement) andOrder of Distribution), second, the Series 20202018-1 Class A-2 Notes (to be allocated between the Tranches ratably based on their respective portion of the Series 20202018-1 Class A-2 Outstanding Principal AmountAmount of each Tranche) and third, provided that clause first does not apply, the Series 2018-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateimmediately 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 Series 2020-1 Class A-2 Make-Whole Prepayment Considerationprepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20202018-1 Class A-2 Make-Whole Prepayment Consideration 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 20202018-1 Class A-2 Make-Whole Prepayment Consideration Premium is not paid because insufficient funds are available to pay such Series 20202018-1 Class A-2 Make-Whole Prepayment ConsiderationPremium, 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 20202015-1 Distribution Accounts and used to prepay first, if a Series 20202015-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20202015-1 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 Note Purchase Agreement) andOrder of Distribution), second, the Series 20202015-1 Class A-2 Notes (to be allocated between the Tranches ratably based on their respective portion of the Series 20202015-1 Class A-2 Outstanding Principal AmountAmount 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 indicated in the Weekly Manager’s Certificateimmediately 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 Series 2020-1 Class A-2 Make-Whole Prepayment Considerationprepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20202015-1 Class A-2 Make-Whole Prepayment Consideration 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 20202015-1 Class A-2 Make-Whole Prepayment Consideration Premium is not paid because insufficient funds are available to pay such Series 20202015-1 Class A-2 Make-Whole Prepayment ConsiderationPremium, 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 20202014-1 Distribution Accounts and used to prepay first, if a Series 20202014-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20202014-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20202014-1 Class A-1 Note Purchase Agreement) and), second, the Series 20202014-1 Class A-2 Notes (based on their respective portion of the Series 20202014-1 Class A-2 Outstanding Principal Amount), and third, provided that clause first does not apply, the Series 2014-1 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 Note Purchase Agreement), on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateimmediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Issuer Co-Issuers shall not be obligated to pay any Series 2020-1 Class A-2 Make-Whole Prepayment Considerationprepayment premium. The Issuer Co-Issuers shall, however, be obligated to pay any applicable Series 20202014-1 Class A-2 Make-Whole Prepayment Consideration 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 20202014-1 Class A-2 Make-Whole Prepayment Consideration Premium is not paid because insufficient funds are available to pay such Series 20202014-1 Class A-2 Make-Whole Prepayment ConsiderationPremium, 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 20202019-1 Distribution Accounts and used to prepay first, if a Series 20202019-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20202019-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20202019-1 Class A-1 Note Purchase Agreement) and, second, the Series 20202019-1 Class A-2 Notes (based on their respective portion of the Series 20202019-1 Class A-2 Outstanding Principal Amount), on the Quarterly Payment Date indicated 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 Issuer Co-Issuers shall not be obligated to pay any Series 20202019-1 Class A-2 Make-Whole Prepayment Consideration. The Issuer Co-Issuers shall, however, be obligated to pay any applicable Series 20202019-1 Class A-2 Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e) 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 20202019-1 Class A-2 Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20202019-1 Class A-2 Make-Whole Prepayment Consideration, 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 20202019-1 Distribution Accounts and used to prepay first, if a Series 20202019-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20202019-1 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 Note Purchase Agreement) andOrder of Distribution), second, the Series 20202019-1 Class A-2 Notes (to be allocated between the Tranches ratably based on their respective portion of the Series 20202019-1 Class A-2 Outstanding Principal AmountAmount of each Tranche) and third, provided that clause first does not apply, the Series 2019-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateimmediately 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 Series 2020-1 Class A-2 Make-Whole Prepayment Considerationprepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20202019-1 Class A-2 Make-Whole Prepayment Consideration 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 20202019-1 Class A-2 Make-Whole Prepayment Consideration Premium is not paid because insufficient funds are available to pay such Series 20202019-1 Class A-2 Make-Whole Prepayment ConsiderationPremium, 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 20202021-1 Distribution Accounts and used to prepay first, if a Series 20202021-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20202021-1 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 Note Purchase Agreement) andOrder of Distribution), second, the Series 20202021-1 Class A-2 Notes (to be allocated between the Tranches ratably based on their respective portion of the Series 20202021-1 Class A-2 Outstanding Principal AmountAmount of each Tranche) and third, provided that clause first does not apply, the Series 2021-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateimmediately 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 Series 2020-1 Class A-2 Make-Whole Prepayment Considerationprepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20202021-1 Class A-2 Make-Whole Prepayment Consideration 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 20202021-1 Class A-2 Make-Whole Prepayment Consideration Premium is not paid because insufficient funds are available to pay such Series 20202021-1 Class A-2 Make-Whole Prepayment ConsiderationPremium, 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 20202023-1 Distribution Accounts Account and used to prepay first, if a Series 2020-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 2020-1 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 Note Purchase Agreement) and, second, the Series 20202023-1 Class A-2 Notes (based on their respective portion of the Series 20202023-1 Class A-2 Outstanding Principal Amount), on the Quarterly Payment Date indicated 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 Issuer Co-Issuers shall not be obligated to pay any Series 20202023-1 Class A-2 Make-Whole Prepayment Consideration. The Issuer shall, however, Co-Issuers shall be obligated to pay any applicable Series 20202023-1 Class A-2 Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e2.4(e) 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 20202023-1 Class A-2 Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20202023-1 Class A-2 Make-Whole Prepayment Consideration, 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 20202022-1 Distribution Accounts and used to prepay first, if a Series 20202022-1 Class A-1 A‑1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20202022-1 Class A-1 A‑1 Notes (in accordance with the order Class A‑1 Order of distribution of principal payments set forth in Section 4.02 of the Series 2020-1 Class A-1 Note Purchase Agreement) andDistribution), second, the Series 20202022-1 Class A-2 A‑2 Notes (to be allocated among the Tranches ratably based on their respective portion of the Series 20202022-1 Class A-2 Outstanding Principal AmountAmount of each Tranche) and third, provided that clause first does not apply, the Series 2022-1 Class A‑1 Notes (in accordance with the Class A‑1 Order of Distribution), on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateimmediately 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 Series 2020-1 Class A-2 Make-Whole Prepayment Considerationprepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20202022-1 Class A-2 Make-Whole A‑2 Make‑Whole Prepayment Consideration 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 20202022-1 Class A-2 Make-Whole A‑2 Make‑Whole Prepayment Consideration Premium is not paid because insufficient funds are available to pay such Series 20202022-1 Class A-2 Make-Whole A‑2 Make‑Whole Prepayment Consideration, 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 2022-1 Class A-2 Notes shall be deposited in the applicable Series 20202022-1 Class A-2 Distribution Accounts Account and used to prepay first, if a Series 2020-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 2020-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 each Tranche of the Series 2020-1 Class A-1 Note Purchase Agreement) and, second, the Series 20202022-1 Class A-2 Notes (to be allocated between the Tranches ratably based on their respective portion of the Series 20202022-1 Class A-2 Outstanding Principal Amount), Amount of each Tranche) on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateimmediately 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 Series 2020-1 Class A-2 Make-Whole Prepayment Considerationprepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20202022-1 Class A-2 Make-Whole Prepayment Consideration 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 20202022-1 Class A-2 Make-Whole Prepayment Consideration Premium is not paid because insufficient funds are available to pay such Series 20202022-1 Class A-2 Make-Whole Prepayment ConsiderationPremium, 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 2020-1 Distribution Accounts and used any such funds allocable to prepay first, if a Series 2020-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 2020-1 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 Note Purchase Agreement) and, second, the Series 20202019-1 Class A-2 Notes (based on their respective portion of shall be deposited in the Series 20202019-1 Distribution Account and used to prepay the Series 2019-1 Class A-2 Outstanding Principal Amount), Notes on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateimmediately 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 Series 2020-1 Class A-2 Make-Whole Prepayment Considerationprepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20202019-1 Class A-2 Make-Whole Prepayment Consideration 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 20202019-1 Class A-2 Make-Whole Prepayment Consideration Premium is not paid because insufficient funds are available to pay such Series 20202019-1 Class A-2 Make-Whole Prepayment ConsiderationPremium, 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 20202015-1 Distribution Accounts and used to prepay first, if a Series 20202015-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20202015-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20202015-1 Class A-1 Note Purchase Agreement) and), second, the Series 20202015-1 Class A-2 Notes (based on their respective portion to be allocated between the Tranches in accordance with the Tranche 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 20202015-1 Class A-2 Outstanding Principal AmountA-1 Note Purchase Agreement), on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateimmediately 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 Series 2020-1 Class A-2 Make-Whole Prepayment Considerationprepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20202015-1 Class A-2 Make-Whole Prepayment Consideration 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 20202015-1 Class A-2 Make-Whole Prepayment Consideration Premium is not paid because insufficient funds are available to pay such Series 20202015-1 Class A-2 Make-Whole Prepayment ConsiderationPremium, 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 20202022-1 Distribution Accounts and used to prepay first, if a Series 20202022-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20202022-1 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 Note Purchase Agreement) andOrder of Distribution), second, the Series 20202022-1 Class A-2 Notes (to be allocated between the Tranches ratably based on their respective portion of the Series 20202022-1 Class A-2 Outstanding Principal AmountAmount of each Tranche) and third, provided that clause first does not apply, the Series 2022-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateimmediately 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 Series 2020-1 Class A-2 Make-Whole Prepayment Considerationprepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20202022-1 Class A-2 Make-Whole Prepayment Consideration 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 20202022-1 Class A-2 Make-Whole Prepayment Consideration Premium is not paid because insufficient funds are available to pay such Series 20202022-1 Class A-2 Make-Whole Prepayment ConsiderationPremium, 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 20202022-1 Distribution Accounts and used to prepay first, if a Series 20202022-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20202022-1 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 Note Purchase Agreement) andOrder of Distribution), second, the Series 20202022-1 Class A-2 Notes (based on their respective portion of and third, provided that clause first does not apply, the Series 20202022-1 Class A-2 Outstanding Principal AmountA-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateimmediately 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 Series 2020-1 Class A-2 Make-Whole Prepayment Considerationprepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20202022-1 Class A-2 Make-Whole Prepayment Consideration 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 20202022-1 Class A-2 Make-Whole Prepayment Consideration Premium is not paid because insufficient funds are available to pay such Series 20202022-1 Class A-2 Make-Whole Prepayment ConsiderationPremium, 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 20202017-1 Distribution Accounts and used to prepay first, if a the Series 20202017-1 Class A-1 Notes Amortization Period is continuing have not been repaid in full or if a Rapid Amortization Event has occurred and is continuingotherwise 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 20202017-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20202017-1 Class A-1 Note Purchase Agreement) and, and second, the Series 20202017-1 Class A-2 Notes (based on their respective portion of the Series 20202017-1 Class A-2 Outstanding Principal Amount), on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateimmediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Issuer Co-Issuers shall not be obligated to pay any Series 20202017-1 Class A-2 Make-Whole Prepayment Consideration. The Issuer Co-Issuers shall, however, be obligated to pay any applicable Series 20202017-1 Class A-2 Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e) 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 20202017-1 Class A-2 Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20202017-1 Class A-2 Make-Whole Prepayment Consideration, 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 20202019-1 Distribution Accounts and used to prepay first, if a Series 20202019-1 Class A-1 Notes Amortization Period is continuing or if a Rapid Amortization Event has occurred and is continuing, the Series 20202019-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20202019-1 Class A-1 Note Purchase Agreement) and), second, the Series 20202019-1 Class A-2 Notes (based on their respective portion to be allocated between the Tranches in accordance with the Tranche Percentage) and third, provided that clause first does not apply, the Series 2019-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20202019-1 Class A-2 Outstanding Principal AmountA-1 Note Purchase Agreement), on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateimmediately 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 Series 2020-1 Class A-2 Make-Whole Prepayment Considerationprepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 20202019-1 Class A-2 Make-Whole Prepayment Consideration 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 20202019-1 Class A-2 Make-Whole Prepayment Consideration Premium is not paid because insufficient funds are available to pay such Series 20202019-1 Class A-2 Make-Whole Prepayment ConsiderationPremium, in accordance with the Priority of Payments.