Deposits and Withdrawals from the Asset Disposition Proceeds Accounts. (i) If any Service Recipient disposes of property pursuant to a Permitted Asset Disposition (other than pursuant to clause (xix) of the definition thereof), or any other disposition not permitted under the terms of this Base Indenture, (i) to the extent the proceeds thereof do not constitute Asset Disposition Proceeds as determined by the applicable Manager, on behalf of the related Service Recipient, such proceeds (net of, notwithstanding such proceeds not constituting Asset Disposition Proceeds, amounts described in clause (ii) of the definition of “Asset Disposition Proceeds” and, in the case of Post-Issuance Acquired Locations only (without duplication of any amounts in such clause (ii)), further net of the original cost of acquisition of such asset, including reasonable and customary related expenses) shall be treated as Collections with respect to the Quarterly Fiscal Period in which such proceeds are received; and (ii) to the extent such amounts constitute Asset Disposition Proceeds (including without limitation, any Asset Disposition Proceeds from any Refranchising Asset Disposition), such amounts will be promptly deposited (and in any event within (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 and (y) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof by the applicable Service Recipients (or the applicable Manager on their behalf) to the applicable Asset Disposition Proceeds Account. At the election of such Service Recipient or the applicable Manager on its behalf, such Service Recipients may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds; provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Accounts shall be withdrawn substantially in accordance with a Quarterly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Accounts in excess in any material respect of amounts set forth in the Quarterly Fiscal Period budget shall be subject to (i) the delivery by the applicable Manager to the Control Party, the Trustee, and Back-Up Manager of an explanati...
