Common use of Indemnification Payments; Real Estate Disposition Proceeds Clause in Contracts

Indemnification Payments; Real Estate Disposition Proceeds. Any Indemnification Payments or Real Estate Disposition Proceeds allocated to the Senior Notes Principal Payments Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payments Account in accordance with Section 5.12(g) of the Base Indenture, and any funds allocable to the Series 2021-1 Senior Notes shall be deposited in the applicable Series 2021-1 Distribution Accounts and used to prepay first, if a Series 2021-1 Class A-1 Senior Notes Amortization Period is continuing, the Series 2021-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2021-1 Class A-1 Note Purchase Agreement), second, to each Subclass of the Series 2021-1 Class A-2 Notes pro rata (based on their respective portion of the Series 2021-1 Class A-2 Outstanding Principal Amount), and third, provided that clause first does not apply, the Series 2021-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2021-1 Class A-1 Note Purchase Agreement), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Payments pursuant to this Section 3.06(i), the Co-Issuers shall not be obligated to pay any prepayment premium. The Co-Issuers shall, however, be obligated to pay any applicable Series 2021-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.06(e) of this Series 2021-1 Supplement in connection with any prepayment made with Real Estate Disposition Proceeds pursuant to this Section 3.06(i); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2021-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2021-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Payments; Real Estate Disposition Proceeds. Any Indemnification Payments or Real Estate Disposition Proceeds allocated to the Senior Notes Principal Payments Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payments Account in accordance with Section 5.12(g5.12(f) of the Base Indenture, Indenture and any funds allocable to the Series 2021-1 Senior Notes shall be deposited in the applicable Series 20212012-1 Distribution Accounts and used to prepay first, if a Series 20212012-1 Class A-1 Senior Notes Amortization Period is continuing, the Series 20212012-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20212012-1 Class A-1 Note Purchase Agreement), second, to each Subclass of the Series 20212012-1 Class A-2 Notes pro rata (based on their respective portion of the Series 20212012-1 Class A-2 Outstanding Principal Amount), and third, provided that clause first does not apply, the Series 20212012-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20212012-1 Class A-1 Note Purchase Agreement), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Payments pursuant to this Section 3.06(i3.6(j), the Co-Issuers shall not be obligated to pay any prepayment premium. The Co-Issuers shall, however, be obligated to pay any applicable Series 20212012-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.06(e3.6(e) of this Series 2021-1 Supplement in connection with any prepayment made with Real Estate Disposition Proceeds pursuant to this Section 3.06(i3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20212012-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20212012-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of PaymentsPayments .

Indemnification Payments; Real Estate Disposition Proceeds. Any Indemnification Payments or Real Estate Disposition Proceeds allocated to the Senior Notes Principal Payments Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payments Account in accordance with Section 5.12(g) of the Base Indenture, and any such funds allocable to the Series 20212018-1 Senior Notes shall be deposited in the applicable Series 20212018-1 Distribution Accounts Account and used to prepay first, if a the Series 20212018-1 Class A-1 Senior Notes Amortization Period is continuing, the Series 2021-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2021-1 Class A-1 Note Purchase Agreement), second, to each Subclass of the Series 2021-1 Class A-2 Notes pro rata (based on their respective portion of the Series 20212018-1 Class A-2 Outstanding Principal Amount), and third, provided that clause first does not apply, the Series 2021-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2021-1 Class A-1 Note Purchase Agreement), ) on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Payments pursuant to this Section 3.06(i2.05(i), the Co-Issuers shall not be obligated to pay any prepayment premium. The Co-Issuers shall, however, be obligated to pay any applicable Series 20212018-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.06(e2.05(e) of this Series 2021-1 Supplement in connection with any prepayment made with Real Estate Disposition Proceeds pursuant to this Section 3.06(i2.05(i); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20212018-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20212018-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.

Indemnification Payments; Real Estate Disposition Proceeds. Any Indemnification Payments or Real Estate Disposition Proceeds allocated to the Senior Notes Principal Payments Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payments Account in accordance with Section 5.12(g5.12(f) of the Base Indenture, Indenture and any funds allocable to the Series 2021-1 Senior Notes shall be deposited in the applicable Series 20212015-1 Distribution Accounts and used to prepay first, if a Series 20212015-1 Class A-1 Senior Notes Amortization Period is continuing, the Series 20212015-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20212015-1 Class A-1 Note Purchase Agreement), second, to each Subclass of the Series 20212015-1 Class A-2 Notes pro rata (based on their respective portion of the Series 20212015-1 Class A-2 Outstanding Principal Amount), and third, provided that clause first does not apply, the Series 20212015-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20212015-1 Class A-1 Note Purchase Agreement), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Payments pursuant to this Section 3.06(i3.6(j), the Co-Issuers shall not be obligated to pay any prepayment premium. The Co-Issuers shall, however, be obligated to pay any applicable Series 20212015-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.06(e3.6(e) of this Series 2021-1 Supplement in connection with any prepayment made with Real Estate Disposition Proceeds pursuant to this Section 3.06(i3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20212015-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 20212015-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.