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

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Securitization Entity in respect of the Collateral shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Insurance/Condemnation Proceeds in excess of $25,000 or (y) ninety (90) days with respect to a disposition resulting in Insurance/Condemnation Proceeds less than or equal to $25,000) following receipt thereof to the Insurance Proceeds Account. At the election of such Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds, which notice shall, on and after the Springing Amendments Implementation Date, be required only with respect to Insurance/Condemnation Proceeds in an aggregate amount in excess of the greater of (A) 3.75% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $10,000,000 in any fiscal year and so long as no Rapid Amortization Event has occurred and is continuing) and so long as no Rapid Amortization Event shall have occurred and is continuing, the Securitization Entities 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, 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) (each such period, a “Casualty Reinvestment Period”); provided that (i) in the event the 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 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 or otherwise applied in the manner described above within the applicable Casualty Reinvestment Period, such Securitization Entity (or the Manager on its behalf) will withdraw an amount equal to all such un-reinvested Insurance/Condemnation Proceeds and promptly deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date. In the event that such Securitization Entity has elected to not reinvest such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds will instead be deposited to the Collection Account promptly following such decision to pay principal of each Series and/or Class of Notes Outstanding in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Securitization Entity in respect of the Collateral shall be promptly deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Insurance/Condemnation Proceeds in excess of $25,000 or (y) ninety (90) days with respect to a disposition resulting in Insurance/Condemnation Proceeds less than or equal to $25,000) following receipt thereof to the Insurance Proceeds Account. At the election of such Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds, which notice shall, on and after the Springing Amendments Implementation Date, be required only with respect to any Insurance/Condemnation Proceeds in an aggregate amount in excess of the greater of (A) 3.75% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $10,000,000 5,000,000 in any fiscal year year) and so long as no Rapid Amortization Event has occurred and is continuing) and so long as no Rapid Amortization Event shall have occurred and is continuing, the Securitization Entities 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, 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) (each such period, a “Casualty Reinvestment Period”); provided that (i) in the event the 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 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 or otherwise applied in the manner described above within the applicable such one-year period (each such period, a “Casualty Reinvestment Period”), such Securitization Entity the Co-Issuers (or the Manager on its their behalf) will shall instruct the Trustee to withdraw an amount equal to all such un-reinvested Insurance/Condemnation Proceeds and promptly deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date. In the event that such Securitization Entity has the Co-Issuers have elected not to not reinvest such Insurance/Condemnation Proceeds, the Co-Issuers (or the Manager on their behalf) shall instruct the Trustee to withdraw such Insurance/Condemnation Proceeds will instead be deposited and deposit such amounts to the Collection Account promptly following such decision to pay principal of each Series and/or Class of Notes Outstanding in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date and unless used to reimburse the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateSecuritization Entities for amounts previously paid as set forth herein.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Securitization Entity in respect of the Collateral Securitized Assets shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Insurance/Condemnation Proceeds in excess of $25,000 or (y) ninety (90) days with respect to a disposition resulting in Insurance/Condemnation Proceeds less than or equal to $25,000) following receipt thereof to the Insurance Proceeds Account; provided that up to $1,000,000 of Insurance/Condemnation Proceeds in each calendar year, at the election of the Manager, may be excluded from payment into the Insurance Proceeds Account and shall be treated as Collections. At the election of such Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds, which notice shall, on and after the Springing Amendments Implementation Date, be required only with respect to Insurance/Condemnation Proceeds in an aggregate amount in excess of the greater of (A) 3.75% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $10,000,000 in any fiscal year and so long as no Rapid Amortization Event has occurred and is continuing) and so long as no Rapid Amortization Event shall have occurred and is continuing, the Securitization Entities may reinvest such Insurance/Condemnation Proceeds in Eligible Assets and/or 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 (orreceived, if any Securitization Entity shall have entered into a binding commitment to reinvest such Insurance/Condemnation Proceeds in each case, within one (1) calendar year following receipt of such Insurance/Condemnation Proceeds, within eighteen (18) calendar months following receipt of such Insurance/Condemnation Proceeds) (each such period, a “Casualty Reinvestment Period”); provided that (i) in the event the 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 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 Assetsreplacement. To the extent such Insurance/Condemnation Proceeds have not been so reinvested or otherwise applied in the manner described above within the applicable such one (1) calendar year period (each such period, a “Casualty Reinvestment Period”), such Securitization Entity (or the Manager on its behalf) will Master Issuer shall withdraw an amount equal to all such un-reinvested uninvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and promptly deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date. In the event that such Securitization Entity has elected to not reinvest such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds will shall instead be deposited to the Collection Account promptly following such decision to pay principal of each Series and/or Class of Notes Outstanding in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateDate.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Securitization Entity in respect of the Collateral shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Insurance/Condemnation Proceeds in excess of $25,000 or (y) ninety (90) days with respect to a disposition resulting in Insurance/Condemnation Proceeds less than or equal to $25,000) following receipt thereof to the Insurance Proceeds Account. At the election of such Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds, which notice shall, on and after the Springing Amendments Implementation Date, be required only with respect to Insurance/Condemnation Proceeds in an aggregate amount in excess of the greater of (A) 3.75% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $10,000,000 in any fiscal year and so long as no Rapid Amortization Event has occurred and is continuing) and so long as no Rapid Amortization Event shall have occurred and is continuing, the Securitization Entities 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, 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) (each such period, a “Casualty Reinvestment Period”); provided that (i) in the event the 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 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 or otherwise applied in the manner described above within the applicable such one-year period (each such period, a “Casualty Reinvestment Period”), such Securitization Entity the Co-Issuers (or the Manager on its their behalf) will shall withdraw an amount equal to all such un-reinvested uninvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and promptly deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date. In the event that such Securitization Entity has elected not to not reinvest such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds will shall instead be deposited to the Collection Account promptly following such decision to pay principal of each Series and/or Class of Notes Outstanding in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateDate.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Securitization Entity Service Recipient in respect of the Collateral shall be promptly deposited promptly (and in no any event more than (x) within five (5) Business Days with respect to a disposition resulting in Insurance/Condemnation Proceeds in excess of $25,000 or (y) ninety (90) days with respect to a disposition resulting in Insurance/Condemnation Proceeds less than or equal to $25,000) following receipt thereof thereof) to the Insurance Proceeds Account. At the election of such Securitization Entity Service Recipient (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds, which notice shall, on and after the Springing Amendments Implementation Date, be required only with respect to Insurance/Condemnation Proceeds in an aggregate amount in excess of the greater of (A) 3.75% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $10,000,000 in any fiscal year and so long as no Rapid Amortization Event has occurred and is continuing) and so long as no Rapid Amortization Event shall have occurred and is continuing, the Securitization Entities 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, 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) (each such period, a “Casualty Reinvestment Period”); provided that (i) in the event the 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 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 or otherwise applied in the manner described above within the applicable such one-year period (each such period, a “Casualty Reinvestment Period”), such Securitization Entity the Issuer (or the Manager on its behalf) will shall withdraw an amount equal to all such un-reinvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and promptly deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the Weekly Allocation Date immediately following Weekly Allocation Datethe deposit of such Insurance/Condemnation Proceeds to the Collection Account. In the event that such Securitization Entity Service Recipient has elected not to not reinvest such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds will shall instead be deposited to the Collection Account promptly following such decision to pay principal of each Series and/or Class of Notes Outstanding and applied in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateDate.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Securitization Entity in respect of the Collateral shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Insurance/Condemnation Proceeds in excess of $25,000 or (y) ninety (90) 90 days with respect to a disposition resulting in Insurance/Condemnation Proceeds less than or equal to $25,000) following receipt thereof to the Insurance Proceeds Account. At the election of such Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds, which notice shall, on and after the Springing Amendments Implementation Date, shall be required only with respect to Insurance/Condemnation Proceeds in an aggregate amount in excess of the greater of (A) 3.75% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $10,000,000 5,000,000 in any fiscal year and so long as no Rapid Amortization Event has occurred and is continuingyear) and so long as no Rapid Amortization Event shall have occurred and is continuing, the Securitization Entities 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, 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) (each such period, a “Casualty Reinvestment Period”); provided that (i) in the event the 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 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 or otherwise applied in the manner described above within the applicable such one (1) calendar year period (or eighteen (18) calendar month period, as applicable) (each such period, a “Casualty Reinvestment Period”), such Securitization Entity the Issuer (or the Manager on its behalf) will promptly, and no later than five Business Days after the expiration of the applicable Casualty Reinvestment Period, withdraw an amount equal to all such un-reinvested Insurance/Condemnation Proceeds and promptly deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the such immediately following Weekly Allocation DateDate and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate. In the event that such Securitization Entity has elected to not reinvest such Insurance/Condemnation Proceeds, such Securitization Entity (or the Manager on its behalf) shall withdraw such Insurance/Condemnation Proceeds will instead be deposited and deposit such amounts to the Collection Account promptly following such decision to pay principal of each Series and/or Class of Notes Outstanding in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the such Weekly Manager’s CertificateCertificate unless such amounts are used to reimburse any Securitization Entities or their Affiliates for amounts previously paid in respect of repairs or replacement of such assets with respect to which such Insurance/Condemnation Proceeds have been received.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Securitization Entity in respect of the Collateral shall be promptly deposited promptly to the Insurance Proceeds Account: provided that no such deposit shall be required to be made to the extent that (and in no event more a) for any fiscal year, the aggregate amount of all Insurance/Condemnation Proceeds received by or on behalf of the Securitization Entities during such fiscal year is less than or equal to the Insurance/Condemnation Proceeds Threshold Amount or (xb) five (5) Business Days if the aggregate amount of all Insurance/Condemnation Proceeds received by or on behalf of the Securitization Entities during such fiscal year exceeds the Insurance/Condemnation Proceeds Threshold Amount, the amount of Insurance/Condemnation Proceeds with respect to a disposition resulting in Insurance/Condemnation Proceeds in excess of $25,000 particular casualty or (y) ninety (90) days with respect to a disposition resulting in Insurance/Condemnation Proceeds condemnation event is less than or equal to $25,000) following receipt thereof 1,000; provided, further, that any Insurance/Condemnation Proceeds not required to be deposited to the Insurance Proceeds AccountAccount in accordance with the above shall be treated as Collections. At the election of such any Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds, which notice shall, on and after the Springing Amendments Implementation Date, be required only with respect to Insurance/Condemnation Proceeds in an aggregate amount in excess of the greater of (A) 3.75% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $10,000,000 in any fiscal year and so long as no Rapid Amortization Event has occurred and is continuing) and so long as no Rapid Amortization Event shall have occurred and is be continuing, the Securitization Entities may reinvest such any Insurance/Condemnation Proceeds deposited to repair or replace the assets Insurance Proceeds Account in respect of which such proceeds were received Eligible Assets within one (1) calendar year following receipt of such Insurance/Condemnation Proceeds (or, 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) (each such period, a “Casualty Reinvestment Period”); provided that (i) in the event the Manager has repaired or replaced applied funds in an amount equal to the assets with respect to which amount of such Insurance/Condemnation Proceeds have been received to invest in Eligible Assets prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to reimburse the 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 Assetsexpenditure. To the extent such Insurance/Condemnation Proceeds have not been so reinvested or otherwise applied in the manner described above within the applicable such one-year period (each such period, a “Casualty Reinvestment Period”), such Securitization Entity the Master Issuer (or the Manager on its behalf) will shall withdraw an amount equal to all such un-reinvested unreinvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and promptly deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date. In the event that such any Securitization Entity has elected elects to not reinvest such any Insurance/Condemnation ProceedsProceeds that would otherwise be required to be deposited to the Insurance Proceeds Account, such Insurance/Condemnation Proceeds will shall instead be deposited to the Collection Account promptly following such decision to pay principal of each Series and/or Class of Notes Outstanding in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date and Date. In connection with any prepayments made from Insurance/Condemnation Proceeds, the related prepayment shall Master Issuer will not be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificateobligated to pay any Series 2015-1 Class A-2 Make-Whole Prepayment Premium to any Noteholder.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Securitization Entity in respect of the Collateral shall be deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Insurance/Condemnation Proceeds in excess of $25,000 or (y) ninety (90) days with respect to a disposition resulting in Insurance/Condemnation Proceeds less than or equal to $25,000) following receipt thereof to the Insurance Proceeds Account. At the election of such Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds, which notice shall, on and after the Springing Amendments Implementation Date, shall be required only with respect to Insurance/Condemnation Proceeds in an aggregate amount in excess of the greater of (A) 3.75% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $10,000,000 5,000,000 in any fiscal year and so long as no Rapid Amortization Event has occurred and is continuingyear) and so long as no Rapid Amortization Event shall have occurred and is continuing, the Securitization Entities 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, 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) (each such period, a “Casualty Reinvestment Period”); provided that (i) in the event the 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 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 or otherwise applied in the manner described above within the applicable such one (1) calendar year period (or eighteen (18) calendar month period, as applicable) (each such period, a “Casualty Reinvestment Period”), such Securitization Entity the Co-Issuers (or the Manager on its their behalf) will shall instruct the Trustee in the Weekly Manager’s Certificate to withdraw an amount equal to all such un-reinvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and promptly deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation DateDate and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate. In the event that such Securitization Entity has elected to not reinvest such Insurance/Condemnation Proceeds, such Securitization Entity (or the Manager on its behalf) shall instruct the Trustee in the Weekly Manager’s Certificate to withdraw such Insurance/Condemnation Proceeds will instead be deposited and deposit such amounts to the Collection Account promptly following such decision to pay principal of each Series and/or Class of Notes Outstanding in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateCertificate unless such amounts are used to reimburse any Securitization Entities or their Affiliates for amounts previously paid in respect of repairs or replacement of such assets with respect to which such Insurance/Condemnation Proceeds have been received.

Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Securitization Entity in respect of the Collateral shall be promptly deposited promptly (and in no event more than (x) five (5) Business Days with respect to a disposition resulting in Insurance/Condemnation Proceeds in excess of $25,000 or (y) ninety (90) days with respect to a disposition resulting in Insurance/Condemnation Proceeds less than or equal to $25,000) following receipt thereof to the Insurance Proceeds Account. At the election of such Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds, which notice shall, on and after the Springing Amendments Implementation Date, be required only with respect to any Insurance/Condemnation Proceeds in an aggregate amount in excess of the greater of (A) 3.75% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $10,000,000 25,000 in any fiscal year year) and so long as no Rapid Amortization Event has occurred and is continuing) and so long as no Rapid Amortization Event shall have occurred and is continuing, the Securitization Entities 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, 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) (each such period, a “Casualty Reinvestment Period”); provided that (i) in the event the 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 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 or otherwise applied in the manner described above within the applicable such one-year period (each such period, a “Casualty Reinvestment Period”), such Securitization Entity (or the Manager on its behalf) will shall instruct the Trustee to withdraw an amount equal to all such un-reinvested uninvested Insurance/Condemnation Proceeds and promptly deposit such amounts on such Weekly Allocation Date to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the immediately following such Weekly Allocation Date. In the event that such Securitization Entity has elected to not reinvest such Insurance/Condemnation Proceeds, the Manager shall instruct the Trustee to withdraw such Insurance/Condemnation Proceeds will instead be deposited and deposit such amount to the Collection Account promptly on the following Weekly Allocation Date following such decision to pay principal of each Series and/or Class of Notes Outstanding in accordance with priority (i) of the Priority of Payments on the immediately following Weekly Allocation Date and the related prepayment shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificateDate.