Common use of Modified Priorities Following Liquidation Clause in Contracts

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 2017-3 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 2017-3 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 2017-3 Exchange Note Collections Account an amount equal to the 2017-3 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 2017-3 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 2017-3 Exchange Note or the 2017-3 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 2017-3 Exchange Note or the 2017-3 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 2017-3 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 2017-3 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 2017-3 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 2017-3 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 2017-3 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172016-3 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172016-3 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172016-3 Exchange Note Collections Account Accounts an amount equal to the 20172016-3 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172016-3 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172016-3 Exchange Note or the 20172016-3 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172016-3 Exchange Note or the 20172016-3 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172016-3 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172016-3 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172016-3 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172016-3 Exchange Noteholder, the amount, if any, any by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172016-3 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172024-3 1 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172024-3 1 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172024-3 1 Exchange Note Collections Account an amount equal to the 20172024-3 1 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172024-3 1 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172024-3 1 Exchange Note or the 20172024-3 1 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172024-3 1 Exchange Note or the 20172024-3 1 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172024-3 1 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172024-3 1 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172024-3 1 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172024-3 1 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172024-3 1 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 2017-3 2 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 2017-3 2 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 2017-3 2 Exchange Note Collections Account an amount equal to the 2017-3 2 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 2017-3 2 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 2017-3 2 Exchange Note or the 2017-3 2 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 2017-3 2 Exchange Note or the 2017-3 2 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 2017-3 2 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 2017-3 2 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 2017-3 2 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 2017-3 2 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 2017-3 2 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172020-3 1 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172020-3 1 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172020-3 1 Exchange Note Collections Account an amount equal to the 20172020-3 1 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172020-3 1 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172020-3 1 Exchange Note or the 20172020-3 1 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172020-3 1 Exchange Note or the 20172020-3 1 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172020-3 1 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172020-3 1 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172020-3 1 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172020-3 1 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172020-3 1 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172022-3 2 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172022-3 2 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172022-3 2 Exchange Note Collections Account an amount equal to the 20172022-3 2 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172022-3 2 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172022-3 2 Exchange Note or the 20172022-3 2 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172022-3 2 Exchange Note or the 20172022-3 2 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172022-3 2 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172022-3 2 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172022-3 2 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172022-3 2 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172022-3 2 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172015-3 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172015-3 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172015-3 Exchange Note Collections Account Collection Accounts an amount equal to the 20172015-3 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172015-3 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172015-3 Exchange Note or the 20172015-3 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172015-3 Exchange Note or the 20172015-3 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172015-3 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172015-3 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172015-3 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172015-3 Exchange Noteholder, the amount, if any, any by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172015-3 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172016-3 1 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172016-3 1 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172016-3 1 Exchange Note Collections Account Accounts an amount equal to the 20172016-3 1 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172016-3 1 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172016-3 1 Exchange Note or the 20172016-3 1 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172016-3 1 Exchange Note or the 20172016-3 1 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172016-3 1 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172016-3 1 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172016-3 1 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172016-3 1 Exchange Noteholder, the amount, if any, any by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172016-3 1 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172018-3 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172018-3 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172018-3 Exchange Note Collections Account an amount equal to the 20172018-3 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172018-3 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172018-3 Exchange Note or the 20172018-3 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172018-3 Exchange Note or the 20172018-3 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172018-3 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172018-3 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172018-3 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172018-3 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172018-3 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172016-3 2 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172016-3 2 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172016-3 2 Exchange Note Collections Account Accounts an amount equal to the 20172016-3 2 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172016-3 2 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172016-3 2 Exchange Note or the 20172016-3 2 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172016-3 2 Exchange Note or the 20172016-3 2 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172016-3 2 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172016-3 2 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172016-3 2 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172016-3 2 Exchange Noteholder, the amount, if any, any by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST5.4(c) (FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172016-3 2 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172019-3 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172019-3 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172019-3 Exchange Note Collections Account an amount equal to the 20172019-3 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172019-3 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172019-3 Exchange Note or the 20172019-3 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172019-3 Exchange Note or the 20172019-3 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172019-3 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172019-3 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172019-3 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172019-3 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172019-3 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172024-3 2 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172024-3 2 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172024-3 2 Exchange Note Collections Account an amount equal to the 20172024-3 2 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172024-3 2 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172024-3 2 Exchange Note or the 20172024-3 2 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172024-3 2 Exchange Note or the 20172024-3 2 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172024-3 2 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172024-3 2 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172024-3 2 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172024-3 2 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172024-3 2 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172021-3 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172021-3 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172021-3 Exchange Note Collections Account an amount equal to the 20172021-3 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172021-3 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172021-3 Exchange Note or the 20172021-3 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172021-3 Exchange Note or the 20172021-3 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172021-3 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172021-3 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172021-3 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172021-3 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172021-3 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172021-3 1 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172021-3 1 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172021-3 1 Exchange Note Collections Account an amount equal to the 20172021-3 1 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172021-3 1 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172021-3 1 Exchange Note or the 20172021-3 1 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172021-3 1 Exchange Note or the 20172021-3 1 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172021-3 1 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172021-3 1 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172021-3 1 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172021-3 1 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172021-3 1 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172015-3 1 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172015-3 1 Designated Pool (based on the information contained in the Servicer Report Servicer’s Certificate delivered with respect to such Payment Date), withdraw from the 20172015-3 1 Exchange Note Collections Account Collection Accounts an amount equal to the 20172015-3 1 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172015-3 1 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172015-3 1 Exchange Note or the 20172015-3 1 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172015-3 1 Exchange Note or the 20172015-3 1 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172015-3 1 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172015-3 1 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172015-3 1 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172015-3 1 Exchange Noteholder, the amount, if any, any by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTHNINTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172015-3 1 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172023-3 2 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172023-3 2 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172023-3 2 Exchange Note Collections Account an amount equal to the 20172023-3 2 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172023-3 2 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172023-3 2 Exchange Note or the 20172023-3 2 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172023-3 2 Exchange Note or the 20172023-3 2 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172023-3 2 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172023-3 2 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172023-3 2 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172023-3 2 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172023-3 2 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172020-3 2 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172020-3 2 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172020-3 2 Exchange Note Collections Account an amount equal to the 20172020-3 2 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172020-3 2 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172020-3 2 Exchange Note or the 20172020-3 2 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172020-3 2 Exchange Note or the 20172020-3 2 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172020-3 2 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172020-3 2 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172020-3 2 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172020-3 2 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172020-3 2 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172024-3 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172024-3 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172024-3 Exchange Note Collections Account an amount equal to the 20172024-3 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172024-3 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172024-3 Exchange Note or the 20172024-3 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172024-3 Exchange Note or the 20172024-3 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172024-3 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172024-3 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172024-3 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172024-3 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTHEIGHTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172024-3 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172023-3 1 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172023-3 1 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172023-3 1 Exchange Note Collections Account an amount equal to the 20172023-3 1 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172023-3 1 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172023-3 1 Exchange Note or the 20172023-3 1 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172023-3 1 Exchange Note or the 20172023-3 1 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172023-3 1 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172023-3 1 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172023-3 1 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172023-3 1 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172023-3 1 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172023-3 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172023-3 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172023-3 Exchange Note Collections Account an amount equal to the 20172023-3 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172023-3 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172023-3 Exchange Note or the 20172023-3 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172023-3 Exchange Note or the 20172023-3 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172023-3 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172023-3 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172023-3 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172023-3 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172023-3 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 2017-3 1 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 2017-3 1 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 2017-3 1 Exchange Note Collections Account an amount equal to the 2017-3 1 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 2017-3 1 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 2017-3 1 Exchange Note or the 2017-3 1 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 2017-3 1 Exchange Note or the 2017-3 1 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 2017-3 1 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 2017-3 1 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 2017-3 1 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 2017-3 1 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 2017-3 1 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172018-3 2 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172018-3 2 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172018-3 2 Exchange Note Collections Account an amount equal to the 20172018-3 2 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172018-3 2 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172018-3 2 Exchange Note or the 20172018-3 2 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172018-3 2 Exchange Note or the 20172018-3 2 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172018-3 2 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172018-3 2 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172018-3 2 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172018-3 2 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172018-3 2 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172020-3 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172020-3 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172020-3 Exchange Note Collections Account an amount equal to the 20172020-3 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172020-3 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172020-3 Exchange Note or the 20172020-3 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172020-3 Exchange Note or the 20172020-3 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172020-3 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172020-3 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172020-3 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172020-3 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172020-3 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172018-3 1 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172018-3 1 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172018-3 1 Exchange Note Collections Account an amount equal to the 20172018-3 1 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172018-3 1 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172018-3 1 Exchange Note or the 20172018-3 1 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172018-3 1 Exchange Note or the 20172018-3 1 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172018-3 1 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172018-3 1 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172018-3 1 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172018-3 1 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172018-3 1 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172019-3 2 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172019-3 2 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172019-3 2 Exchange Note Collections Account an amount equal to the 20172019-3 2 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172019-3 2 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172019-3 2 Exchange Note or the 20172019-3 2 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172019-3 2 Exchange Note or the 20172019-3 2 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172019-3 2 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172019-3 2 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172019-3 2 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172019-3 2 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172019-3 2 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172019-3 1 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172019-3 1 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172019-3 1 Exchange Note Collections Account an amount equal to the 20172019-3 1 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172019-3 1 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172019-3 1 Exchange Note or the 20172019-3 1 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172019-3 1 Exchange Note or the 20172019-3 1 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172019-3 1 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172019-3 1 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172019-3 1 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172019-3 1 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172019-3 1 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172015-3 2 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172015-3 2 Designated Pool (based on the information contained in the Servicer Report Servicer’s Certificate delivered with respect to such Payment Date), withdraw from the 20172015-3 2 Exchange Note Collections Account Collection Accounts an amount equal to the 20172015-3 2 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172015-3 2 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172015-3 2 Exchange Note or the 20172015-3 2 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172015-3 2 Exchange Note or the 20172015-3 2 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172015-3 2 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172015-3 2 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172015-3 2 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172015-3 2 Exchange Noteholder, the amount, if any, any by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTHNINTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172015-3 2 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172021-3 2 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172021-3 2 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172021-3 2 Exchange Note Collections Account an amount equal to the 20172021-3 2 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172021-3 2 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172021-3 2 Exchange Note or the 20172021-3 2 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172021-3 2 Exchange Note or the 20172021-3 2 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172021-3 2 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172021-3 2 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172021-3 2 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172021-3 2 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172021-3 2 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 2017-3 20 - Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 2017-3 20 - Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 2017-3 20 - Exchange Note Collections Account an amount equal to the 2017-3 20 - Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 2017-3 20 - Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 2017-3 20 - Exchange Note or the 2017-3 20 - Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 $ in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 2017-3 20 - Exchange Note or the 2017-3 20 - Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 $ in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 2017-3 20 - Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 2017-3 20 - Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 2017-3 20 - Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 2017-3 20 - Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH( ) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 2017-3 20 - Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172022-3 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172022-3 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172022-3 Exchange Note Collections Account an amount equal to the 20172022-3 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172022-3 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172022-3 Exchange Note or the 20172022-3 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172022-3 Exchange Note or the 20172022-3 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172022-3 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172022-3 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172022-3 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172022-3 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172022-3 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20172022-3 1 Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20172022-3 1 Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20172022-3 1 Exchange Note Collections Account an amount equal to the 20172022-3 1 Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20172022-3 1 Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20172022-3 1 Exchange Note or the 20172022-3 1 Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 20172022-3 1 Exchange Note or the 20172022-3 1 Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20172022-3 1 Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20172022-3 1 Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20172022-3 1 Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 20172022-3 1 Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 20172022-3 1 Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 2017-3 20 - Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 2017-3 20 - Designated Pool (based on the information contained in the Servicer Report Servicer’s Certificate delivered with respect to such Payment Date), withdraw from the 2017-3 20 - Exchange Note Collections Account Collection Accounts an amount equal to the 2017-3 20 - Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 2017-3 20 - Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 2017-3 20 - Exchange Note or the 2017-3 20 - Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 $ in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 2017-3 20 - Exchange Note or the 2017-3 20 - Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 $ in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 2017-3 20 - Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 2017-3 20 - Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 2017-3 20 - Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 2017-3 20 - Exchange Noteholder, the amount, if any, any by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTH( ) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 2017-3 20 - Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 2017-3 20 - Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 2017-3 20 - Designated Pool (based on the information contained in the Servicer Report Servicer’s Certificate delivered with respect to such Payment Date), withdraw from the 2017-3 20 - Exchange Note Collections Account Collection Accounts an amount equal to the 2017-3 20 - Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 2017-3 20 - Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 2017-3 20 - Exchange Note or the 2017-3 20 - Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 $ in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 2017-3 20 - Exchange Note or the 2017-3 20 - Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $100,000 $ in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 2017-3 20 - Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 2017-3 20 - Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 2017-3 20 - Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to the 2017-3 20 - Exchange Noteholder, the amount, if any, any by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (TENTHNINTH) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and (g) to make payments in the manner described in Section 5.1(e). All amounts payable to the 2017-3 20 - Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.