Common use of Modified Priorities Following Liquidation Clause in Contracts

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, if the 2013-B Exchange Note is accelerated following a Facility Default or an Exchange Note Default, then the proceeds of the sale or liquidation of any portion of the Collateral included in the 2013-B Reference Pool pursuant to Section 6.05(a)(ii)(z) of the Credit and Security Agreement will be applied in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 2013-B Exchange Note or the 2013-B Reference Pool under Section 3.01(c) of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrowers or the Titling Company Administrator; (b) to pay to the Administrative Agent any amounts due with respect to the 2013-B Exchange Note or the 2013-B Reference Pool under Section 7.05 of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 2013-B Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 2013-B Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 2013-B Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to make payments to the 2013-B Exchange Noteholder, to the extent necessary to cover any shortfall in payment under Sections 8.2(d)(i) through (xi) of the Indenture on such payment date; (g) to make payments in the manner described in Section 5.1(f); and (h) to make payments in the manner described in Section 5.1(g).

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, if the 2013-B A Exchange Note is accelerated following a Facility Default or an Exchange Note Default, then the proceeds of the sale or liquidation of any portion of the Collateral included in the 2013-B A Reference Pool pursuant to Section 6.05(a)(ii)(z) of the Credit and Security Agreement will be applied in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 2013-B A Exchange Note or the 2013-B A Reference Pool under Section 3.01(c) of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrowers or the Titling Company Administrator; (b) to pay to the Administrative Agent any amounts due with respect to the 2013-B A Exchange Note or the 2013-B A Reference Pool under Section 7.05 of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 2013-B A Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 2013-B A Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 2013-B A Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to make payments to the 2013-B A Exchange Noteholder, to the extent necessary to cover any shortfall in payment under Sections 8.2(d)(i) through (xixiii) of the Indenture on such payment date; (g) to make payments in the manner described in Section 5.1(f); and (h) to make payments in the manner described in Section 5.1(g).

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, if the 20132012-B Exchange Note is accelerated following a Facility Default or an Exchange Note Default, then the proceeds of the sale or liquidation of any portion of the Collateral included in the 20132012-B Reference Pool pursuant to Section 6.05(a)(ii)(z) of the Credit and Security Agreement will be applied in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20132012-B Exchange Note or the 20132012-B Reference Pool under Section 3.01(c) of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrowers or the Titling Company Administrator; (b) to pay to the Administrative Agent any amounts due with respect to the 20132012-B Exchange Note or the 20132012-B Reference Pool under Section 7.05 of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20132012-B Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20132012-B Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20132012-B Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to make payments to the 20132012-B Exchange Noteholder, to the extent necessary to cover any shortfall in payment under Sections 8.2(d)(i) through though (xi) of the Indenture on such payment date; (g) to make payments in the manner described in Section 5.1(f); and (h) to make payments in the manner described in Section 5.1(g).

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, if the 20132014-B A Exchange Note is accelerated following a Facility Default or an Exchange Note Default, then the proceeds of the sale or liquidation of any portion of the Collateral included in the 20132014-B A Reference Pool pursuant to Section 6.05(a)(ii)(z) of the Credit and Security Agreement will be applied in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20132014-B A Exchange Note or the 20132014-B A Reference Pool under Section 3.01(c) of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrowers or the Titling Company Administrator; (b) to pay to the Administrative Agent any amounts due with respect to the 20132014-B A Exchange Note or the 20132014-B A Reference Pool under Section 7.05 of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20132014-B A Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20132014-B A Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20132014-B A Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to make payments to the 20132014-B A Exchange Noteholder, to the extent necessary to cover any shortfall in payment under Sections 8.2(d)(i) through (xi) of the Indenture on such payment date; (g) to make payments in the manner described in Section 5.1(f); and (h) to make payments in the manner described in Section 5.1(g).

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, if the 20132014-B Exchange Note is accelerated following a Facility Default or an Exchange Note Default, then the proceeds of the sale or liquidation of any portion of the Collateral included in the 20132014-B Reference Pool pursuant to under Section 6.05(a)(ii)(z) of the Credit and Security Agreement will be applied in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to on the 20132014-B Exchange Note or the 20132014-B Reference Pool under Section 3.01(c) of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement to the extent such those amounts have not been paid by the Borrowers or the Titling Company Administrator; (b) to pay to the Administrative Agent any amounts due with respect to on the 20132014-B Exchange Note or the 20132014-B Reference Pool under Section 7.05 of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20132014-B Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20132014-B Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20132014-B Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to make payments to the 20132014-B Exchange Noteholder, to the extent necessary to cover any shortfall in payment under Sections 8.2(d)(i) through (xi) of the Indenture on such payment datethat Payment Date; (g) to make payments in the manner described in Section 5.1(f); and (h) to make payments in the manner described in Section 5.1(g).

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, if the 20132012-B A Exchange Note is accelerated following a Facility Default or an Exchange Note Default, then the proceeds of the sale or liquidation of any portion of the Collateral included in the 20132012-B A Reference Pool pursuant to Section 6.05(a)(ii)(z) of the Credit and Security Agreement will be applied in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20132012-B A Exchange Note or the 20132012-B A Reference Pool under Section 3.01(c) of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrowers or the Titling Company Administrator; (b) to pay to the Administrative Agent any amounts due with respect to the 20132012-B A Exchange Note or the 20132012-B A Reference Pool under Section 7.05 of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20132012-B A Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20132012-B A Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20132012-B A Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to make payments to the 20132012-B A Exchange Noteholder, to the extent necessary to cover any shortfall in payment under Sections 8.2(d)(i) through though (xiix) of the Indenture on such payment date; (g) to make payments in the manner described in Section 5.1(f); and (h) to make payments in the manner described in Section 5.1(g).

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, if the 20132015-B A Exchange Note is accelerated following a Facility Default or an Exchange Note Default, then the proceeds of the sale or liquidation of any portion of the Collateral included in the 20132015-B A Reference Pool pursuant to under Section 6.05(a)(ii)(z) of the Credit and Security Agreement will be applied in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to on the 20132015-B A Exchange Note or the 20132015-B A Reference Pool under Section 3.01(c) of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement to the extent such those amounts have not been paid by the Borrowers or the Titling Company Administrator; (b) to pay to the Administrative Agent any amounts due with respect to on the 20132015-B A Exchange Note or the 20132015-B A Reference Pool under Section 7.05 of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20132015-B A Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20132015-B A Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20132015-B A Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to make payments to the 20132015-B A Exchange Noteholder, to the extent necessary to cover any shortfall in payment under Sections 8.2(d)(i) through (xi) of the Indenture on such payment datethat Payment Date; (g) to make payments in the manner described in Section 5.1(f); and (h) to make payments in the manner described in Section 5.1(g).

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, if the 20132011-B Exchange Note is accelerated following a Facility Default or an Exchange Note Default, then the proceeds of the sale or liquidation of any portion of the Collateral included in the 20132011-B Reference Pool pursuant to Section 6.05(a)(ii)(z) of the Credit and Security Agreement will be applied in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20132011-B Exchange Note or the 20132011-B Reference Pool under Section 3.01(c) of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrowers or the Titling Company Administrator; (b) to pay to the Administrative Agent any amounts due with respect to the 20132011-B Exchange Note or the 20132011-B Reference Pool under Section 7.05 of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20132011-B Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20132011-B Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20132011-B Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to make payments to the 20132011-B Exchange Noteholder, to the extent necessary to cover any shortfall in payment under Sections 8.2(d)(i) through though (xiix) of the Indenture on such payment date; (g) to make payments in the manner described in Section 5.1(f); and (h) to make payments in the manner described in Section 5.1(g).

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, if following the 2013acceleration of the 2011-B A Exchange Note is accelerated following upon a Facility Default or an Exchange Note Default, then the proceeds of the sale or liquidation of any portion of the Collateral included in the 20132011-B A Reference Pool pursuant to Section 6.05(a)(ii)(z) of the Credit and Security Agreement will be applied in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 20132011-B A Exchange Note or the 20132011-B A Reference Pool under Section 3.01(c) of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrowers or the Titling Company Administrator; (b) to pay to the Administrative Agent any amounts due with respect to the 20132011-B A Exchange Note or the 20132011-B A Reference Pool under Section 7.05 of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20132011-B A Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20132011-B A Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20132011-B A Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to make payments to in the 2013-B Exchange Noteholder, to the extent necessary to cover any shortfall manner described in payment under Sections 8.2(d)(i) through (xi) of the Indenture on such payment date;Section 5.1(f); and (g) to make payments in the manner described in Section 5.1(f); and (h) to make payments in the manner described in Section 5.1(g).

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, if the 20132015-B Exchange Note is accelerated following a Facility Default or an Exchange Note Default, then the proceeds of the sale or liquidation of any portion of the Collateral included in the 20132015-B Reference Pool pursuant to under Section 6.05(a)(ii)(z) of the Credit and Security Agreement will be applied in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to on the 20132015-B Exchange Note or the 20132015-B Reference Pool under Section 3.01(c) of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement to the extent such those amounts have not been paid by the Borrowers or the Titling Company Administrator; (b) to pay to the Administrative Agent any amounts due with respect to on the 20132015-B Exchange Note or the 20132015-B Reference Pool under Section 7.05 of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 20132015-B Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20132015-B Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 20132015-B Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to make payments to the 20132015-B Exchange Noteholder, to the extent necessary to cover any shortfall in payment under Sections 8.2(d)(i) through (xi) of the Indenture on such payment datethat Payment Date; (g) to make payments in the manner described in Section 5.1(f); and (h) to make payments in the manner described in Section 5.1(g).

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, if the 2013-B 20 - Exchange Note is accelerated following a Facility Default or an Exchange Note Default, then the proceeds of the sale or liquidation of any portion of the Collateral included in the 2013-B 20 - Reference Pool pursuant to under Section 6.05(a)(ii)(z) of the Credit and Security Agreement will be applied in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to on the 2013-B 20 - Exchange Note or the 2013-B 20 - Reference Pool under Section 3.01(c) of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement to the extent such those amounts have not been paid by the Borrowers or the Titling Company Administrator; (b) to pay to the Administrative Agent any amounts due with respect to on the 2013-B 20 - Exchange Note or the 2013-B 20 - Reference Pool under Section 7.05 of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 2013-B 20 - Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 2013-B 20 - Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 2013-B 20 - Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to make payments to the 2013-B 20 - Exchange Noteholder, to the extent necessary to cover any shortfall in payment under Sections 8.2(d)(i) through (xi) of the Indenture on such payment datethat Payment Date; (g) to make payments in the manner described in Section 5.1(f); and (h) to make payments in the manner described in Section 5.1(g).

Modified Priorities Following Liquidation. Notwithstanding Section 5.1, if on each Payment Date following the 2013-B acceleration of the 20__-_ Exchange Note is accelerated following a Facility Default or an Exchange Note Default, then the Indenture Trustee will, with respect to the 20__-_ Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20__-_ Exchange Note Collections Account an amount equal to the 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 2013-B Reference 20__-_ Designated Pool pursuant to Section 6.05(a)(ii)(z6.4(a)(ii)(z) of the Credit and Security Agreement will be applied Agreement, in accordance with the following priorities: (a) to pay to the Collateral Agent any amounts due with respect to the 2013-B 20__-_ Exchange Note or the 2013-B Reference 20__-_ Designated Pool under Section 3.01(c3.1(c) of the Credit and Security Agreement or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrowers or the Titling Company AdministratorBorrower, but not to exceed $_______ in any consecutive twelve (12) month period; (b) to pay to the Administrative Agent any amounts due with respect to the 2013-B 20__-_ Exchange Note or the 2013-B Reference 20__-_ Designated Pool under Section 7.05 of the Credit and Security Agreement 7.5 or Article VIII of the Credit and Security AgreementAgreement to the extent such amounts have not been paid by the Borrower, but not to exceed $_______ in any consecutive twelve (12) month period; (c) to make the payments described in Section 5.1(a); (d) to make payments to the 2013-B 20__-_ Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 2013-B 20__-_ Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate; (e) to make payments to the 2013-B 20__-_ Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero; (f) to make payments to the 2013-B 20__-_ Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to the extent necessary pay pursuant to cover any shortfall in payment under Sections 8.2(d)(i5.4(c)(FIRST) through (xi_____) of the Indenture on such payment date;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(f5.1(e); and (h) . All amounts payable to make payments in the manner described in 20__-_ Exchange Noteholder pursuant to this Section 5.1(g)5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.