Common use of Class B Notes Clause in Contracts

Class B Notes. (i) Commencing on the first Determination Date after the commencement of the Class B-1 Controlled Amortization Period, the Class B-2 Controlled Amortization Period or the Class B-3 Controlled Amortization Period (as the case may be) or the first Determination Date after the commencement of the Series 1996-1 Rapid Amortization Period, provided that the Class A Notes shall have then been paid in full, the Servicer shall instruct the Trustee or the Paying Agent pursuant to the Lease as to the following: (A) (1) during the Class B-l ▇▇▇trolled Amortization Period, the Class B-l ▇▇▇trolled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-l ▇▇▇es during the Related Month pursuant to Section 3.2(b)(x)(ii) or 3.2(c)(x)(ii), as applicable, and (3) the amount, if any, by which the amount in clause (A)(l) above exceeds the amount in clause (A)(2) above (the amount of such excess, the "Class B-l ▇▇▇trolled Distribution Amount Deficiency"); (B) (1) during the Class B-2 Controlled Amortization Period, the Class B-2 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-2 Notes during the Related Month pursuant to Section 3.2(b)(x)(ii) or 3.2(c)(x)(ii), as applicable, and (3) the amount, if any, by which the amount in clause (B)(1) above exceeds the amount in clause (B)(2) above (the amount of such excess, the Class B-2 Controlled Distribution Amount Deficiency); and (C) (1) during the Class B-3 Controlled Amortization Period, the Class B-3 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-3 Notes during the Related Month pursuant to Section 3.2(b)(x)(ii) or 3.2(c)(x)(ii), as applicable, and (3) the amount, if any, by which the amount in clause (C)(1) above exceeds the amount in clause (C)(2) above (the amount of such excess, the "Class B-3 Controlled Distribution Amount Deficiency"). (A) Commencing on the second Distribution Date after the commencement of the Class B-1 Controlled Amortization Period, the Trustee shall, subject to Section 3.13, (l) withdraw from the Series 1996-1 Collection Account an amount equal to the lesser of the amounts specified in clauses (A)(1) and (A)(2) of Section 3.5(b)(i), and (2) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Collection Account on such Distribution Date the lesser of (x) the amount on deposit in the Series 1996-1 Collection Account representing such draw on the Letter of Credit (after application of any portion thereof pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) and (y) the amount of the Class B-1 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount and (3) to the extent any Class B-1 Controlled Distribution Amount Deficiency still remains after application of the amounts specified in clauses (1) and (2), the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Excess Funding Account an amount equal to the lesser of (v) the amount on deposit in the Series 1996-1 Excess Funding Account on such Distribution Date (after application of any amounts pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) in an amount not to exceed the Series 1996-1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-1 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount. (B) Commencing on the second Distribution Date after the commencement of the Class B-2 Controlled Amortization Period, the Trustee shall, subject to Section 3.13, (1) withdraw from the Series 1996-1 Collection Account an amount equal to the lesser of the amounts specified in clauses (B)(1) and (B)(2) of Section 3.5(b)(i), and (2) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Collection Account on such Distribution Date the lesser of (x) the amount on deposit in the Series 1996-1 Collection Account representing such draw on the Letter of Credit (after application of any portion thereof pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) and (y) the amount of the Class B-2 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount and (3) to the extent any Class B-2 Controlled Distribution Amount Deficiency still remains after application of the amounts specified in clauses (1) and (2), the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Excess Funding Account an amount equal to the lesser of (v) the amount on deposit in the Series 1996-1 Excess Funding Account on such Distribution Date (after application of any amounts pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) in an amount not to exceed the Series 1996-1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount. (C) Commencing on the second Distribution Date after the commencement of the Class B-3 Controlled Amortization Period, the Trustee shall, subject to Section 3 13, (1) withdraw from the Series 1996-1 Collection Account an amount equal to the lesser of the amounts specified in clauses (C)(1) and (C)(2) of Section 3.5(b)(i), and (2) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Collection Account on such Distribution Date the lesser of (x) the amount on deposit in the Series 1996-1 Collection Account representing such draw on the Letter of Credit (after application of any portion thereof pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) and (y) the amount of the Class B-3 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-3 Controlled Distribution Amount and (3) to the extent any Class B-3 Controlled Distribution Amount Deficiency still remains after application of the amounts specified in clauses (1) and (2), the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Excess Funding Account an amount equal to the lesser of (v) the amount on deposit in the Series 1996-1 Excess Funding Account on such Distribution Date (after application of any amounts pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) in an amount not to exceed the Series 1996-1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-3 Controlled Distribution Amount. (A) Commencing on the first Distribution Date after the commencement of the Series 1996-1 Rapid Amortization Period, provided that the Class A Notes shall have then been paid in full, the Trustee shall (1) withdraw from the Series 1996-1 Collection Account the amount allocated thereto pursuant to Section 3.2(c)(x)(ii) and (2) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Collection Account on such Distribution Date the lesser of (x) the amount on deposit in the Series 1996-1 Collection Account representing such draw on the Letter of Credit (after application of any portion thereof pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) and (y) the excess of the Class B Invested Amount over the amount described in clause (1) and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders and (3) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amounts specified in clauses (1) and by, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Excess Funding Account an amount equal to the lesser of (v) the amount on deposit in the Series 1996-1 Excess Funding Account on such Distribution Date (after application of any amounts pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) in an amount not to exceed the Series 1996-1 Available Subordinated Amount at such time and (w) the unpaid portion of the Class B Invested Amount and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders; provided, however, that on the final Distribution Date for the Class B Notes, the Trustee shall withdraw from the Series 1996-1 Collection Account, as provided above, an aggregate amount which is no greater than the Class B Invested Amount as of such date. Subject to Section 3.13, the Invested Amount of each Outstanding Class of Class B Notes shall be due and payable on the Series 1996-1 Termination Date for such Class. (iv) On each Distribution Date occurring on or after the date a withdrawal is made pursuant to Section 3.5(b)(ii) or (iii) of this Supplement, the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay to the applicable Class B Noteholders specified in Section 3.5(b)(ii) and/or (iii), as applicable, pro rata, the amount deposited in the Class B Distribution Account for the payment of principal pursuant to Section 3.s(b)(ii) and/or (iii) of this Supplement.

Appears in 1 contract

Sources: Series Supplement (Republic Industries Inc)

Class B Notes. (i) Commencing on the first second Determination Date after the commencement of the Class B-1 Controlled Amortization Period, the Class B-2 Controlled Amortization Period or the Class B-3 Controlled Amortization Period (as the case may be) or the first Determination Date after the commencement of the Series 19961995-1 Rapid Amortization Period, provided that the Class A Notes shall have then been paid in full, the Servicer shall instruct the Trustee or and the Paying Agent pursuant to the Lease as to the following: (Ax) (1) during the Class B-l ▇▇▇trolled Amortization Period, the Class B-l ▇▇▇trolled B-1 Controlled Distribution Amount for the Related Month, (2y) the amount allocated to the Class B-l ▇▇▇es B-1 Notes during the Related Month pursuant to Section 3.2(b)(x)(ii4.7(b)(x)(ii) or 3.2(c)(x)(ii), as applicable, 4.7(c)(x)(ii) and (3z) the amount, if any, by which the amount in clause (A)(lx) above exceeds the amount in clause (A)(2y) above (the amount of such excess, the "Class B-l ▇▇▇trolled Distribution Amount Deficiency"); (B) (1) during the Class B-2 Controlled Amortization Period, the Class B-2 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-2 Notes during the Related Month pursuant to Section 3.2(b)(x)(ii) or 3.2(c)(x)(ii), as applicable, and (3) the amount, if any, by which the amount in clause (B)(1) above exceeds the amount in clause (B)(2) above (the amount of such excess, the Class B-2 Controlled Distribution Amount Deficiency); and (C) (1) during the Class B-3 Controlled Amortization Period, the Class B-3 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-3 Notes during the Related Month pursuant to Section 3.2(b)(x)(ii) or 3.2(c)(x)(ii), as applicable, and (3) the amount, if any, by which the amount in clause (C)(1) above exceeds the amount in clause (C)(2) above (the amount of such excess, the "Class B-3 B-1 Controlled Distribution Amount Deficiency"). (A) . Commencing on the second Distribution Payment Date after the commencement of the Class B-1 Series 1995-1 Controlled Amortization Period or the first Payment Date after the commencement of the Series 1995-1 Rapid Amortization Period, the Trustee shall, subject to Section 3.134.14, (lA) withdraw from the Series 19961995-1 Collection Account an amount equal to the lesser of the amounts specified in clauses (A)(1x) and (A)(2y) of Section 3.5(b)(i)the preceding sentence, and (2B) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from funds in excess of the Series 1996-1 Collection Account on such Distribution Date the lesser of (x) the amount Liquidity Amount on deposit in the Series 19961995-1 Collection Account representing such draw on Excess Funding Account, an amount equal to the Letter lesser of Credit (after application of any portion thereof pursuant to Sections 3.4(a), 3.4(bI) and 3.5(a)) and (y) the amount of the Class B-1 Controlled Distribution Amount Deficiency and (if any), II) the amount of uninvested funds in excess of the Liquidity Amount on deposit in the Series 1995-1 Excess Funding Account on such Payment Date after giving effect to any withdrawals therefrom pursuant to Section 4.8(a) and 4.8(b) and deposit such amount amounts in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders Noteholders; provided, however, that on account the final Payment Date for the Class B-1 Notes, the Trustee shall withdraw from such accounts, as provided above, an aggregate amount which is no greater than the Class B-1 Invested Amount as of the end of such date. Subject to Section 4.14, the Invested Amount of all Outstanding Class B-1 Notes shall be due and payable on the Series 1995-1 Termination Date. (ii) Commencing on the second Determination Date after the commencement of the Class B-1 B-2 Controlled Distribution Amount and (3) to Amortization Period or the extent any Class B-1 Controlled Distribution Amount Deficiency still remains first Determination Date after application the commencement of the amounts specified in clauses (1) and (2)Series 1995-1 Rapid Amortization Period, the Servicer shall instruct the Trustee or the Paying Agent as to withdraw from (x) the Series 1996-1 Excess Funding Account an amount equal to Class B-2 Controlled Distribution Amount for the lesser of Related Month, (vy) the amount on deposit in allocated to the Series 1996-1 Excess Funding Account on such Distribution Date (after application of any amounts Class B-2 Notes during the Related Month pursuant to Sections 3.4(a), 3.4(bSection 4.7(b)(x)(ii) or 4.7(c)(x)(ii) and 3.5(a)) in an amount not to exceed the Series 1996-1 Available Subordinated Amount at such time and (wz) the remaining amount, if any, by which the amount in clause (x) above exceeds the amount in clause (y) above (the amount of such excess, the "Class B-1 B-2 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount. (B) Deficiency"). Commencing on the second Distribution Payment Date after the commencement of the Class B-2 Controlled Amortization Period or the first Payment Date after the commencement of the Series 1995-1 Rapid Amortization Period, the Trustee shall, subject to Section 3.13, shall (1A) withdraw from the Series 19961995-1 Collection Account an amount equal to the lesser of the amounts specified in clauses (B)(1x) and (B)(2y) of Section 3.5(b)(i)the preceding sentence, and (2B) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from funds in excess of the Series 1996-1 Collection Account on such Distribution Date the lesser of (x) the amount Liquidity Amount on deposit in the Series 19961995-1 Collection Account representing such draw on Excess Funding Account, an amount equal to the Letter lesser of Credit (after application of any portion thereof pursuant to Sections 3.4(a), 3.4(bI) and 3.5(a)) the Class A-2 Controlled Distribution Amount Deficiency and (yII) the amount of uninvested funds in excess of the Class B-2 Controlled Distribution Liquidity Amount Deficiency (if any), on deposit in the Series 1995-1 Excess Funding Account on such -43- 47 Payment Date after giving effect to any withdrawals therefrom pursuant to Section 4.8(a) and 4.8(b) and deposit such amount amounts in the Class B Distribution Account Account, to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount and (3) to the extent any Class B-2 Controlled Distribution Amount Deficiency still remains after application of the amounts specified in clauses (1) and (2), the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Excess Funding Account an amount equal to the lesser of (v) the amount on deposit in the Series 1996-1 Excess Funding Account on such Distribution Date (after application of any amounts pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) in an amount not to exceed the Series 1996-1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount. (C) Commencing on the second Distribution Date after the commencement of the Class B-3 Controlled Amortization Period, the Trustee shall, subject to Section 3 13, (1) withdraw from the Series 1996-1 Collection Account an amount equal to the lesser of the amounts specified in clauses (C)(1) and (C)(2) of Section 3.5(b)(i), and (2) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Collection Account on such Distribution Date the lesser of (x) the amount on deposit in the Series 1996-1 Collection Account representing such draw on the Letter of Credit (after application of any portion thereof pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) and (y) the amount of the Class B-3 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-3 Controlled Distribution Amount and (3) to the extent any Class B-3 Controlled Distribution Amount Deficiency still remains after application of the amounts specified in clauses (1) and (2), the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Excess Funding Account an amount equal to the lesser of (v) the amount on deposit in the Series 1996-1 Excess Funding Account on such Distribution Date (after application of any amounts pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) in an amount not to exceed the Series 1996-1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-3 Controlled Distribution Amount. (A) Commencing on the first Distribution Date after the commencement of the Series 1996-1 Rapid Amortization Period, provided that the Class A Notes shall have then been paid in full, the Trustee shall (1) withdraw from the Series 1996-1 Collection Account the amount allocated thereto pursuant to Section 3.2(c)(x)(ii) and (2) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Collection Account on such Distribution Date the lesser of (x) the amount on deposit in the Series 1996-1 Collection Account representing such draw on the Letter of Credit (after application of any portion thereof pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) and (y) the excess of the Class B Invested Amount over the amount described in clause (1) and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders and (3) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amounts specified in clauses (1) and by, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Excess Funding Account an amount equal to the lesser of (v) the amount on deposit in the Series 1996-1 Excess Funding Account on such Distribution Date (after application of any amounts pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) in an amount not to exceed the Series 1996-1 Available Subordinated Amount at such time and (w) the unpaid portion of the Class B Invested Amount and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders; provided, however, that on the final Distribution Payment Date for the Class B B-2 Notes, the Trustee shall withdraw from the Series 1996-1 Collection Accountsuch accounts, as provided above, an aggregate amount which is no greater than the Class B B-2 Invested Amount as of the end such date. Subject to Section 3.134.14, the Invested Amount of each all Outstanding Class of Class B B-2 Notes shall be due and payable on the Series 19961995-1 Termination Date for such ClassDate. (iviii) On each Distribution Payment Date occurring on or after the date a withdrawal is made pursuant to Section 3.5(b)(ii4.10(b)(i) or and (iii) of this Supplementii), the Paying Agent shall, in accordance with Section 6.1 of 5.1 and the Base IndentureServicer's most recent Monthly Certificate, pay to the applicable Class B B-1 Noteholders specified in Section 3.5(b)(ii) and/or (iii)and the Class B-2 Noteholders, as applicable, pro ratarespectively, the amount amount, if any, deposited in the Class B Distribution Account for the payment of principal pursuant to Section 3.s(b)(ii4.10(b)(i) and/or and (iiiii) and, to the extent necessary to pay principal on the Class B-1 Notes or the Class B-2 Notes, amounts drawn from funds in excess of this Supplementthe Liquidity Amount on deposit in the Series 1995-1 Excess Funding Account.

Appears in 1 contract

Sources: Series Supplement (Dollar Thrifty Automotive Group Inc)

Class B Notes. (i) Commencing on the first second Determination Date after the commencement of the Class B-1 Controlled Amortization Period, the Class B-2 Controlled Amortization Period or the Class B-3 Controlled Amortization Period (as the case may be) ), or the first Determination Date after the commencement of the Series 1996-1 1997 1/N1 Rapid Amortization Period, provided that the Class A -77- 82 Notes shall have then been paid in full, the Servicer shall instruct the Trustee or the Paying Agent pursuant to the Lease as to the following: (A) (1) during the Class B-l ▇▇▇trolled Amortization Period, the Class B-l ▇▇▇trolled B-1 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-l ▇▇▇es B-1 Notes during the Related Month pursuant to Section 3.2(b)(x)(ii4.7(b)(i)(2) or 3.2(c)(x)(ii)4.7(c)(i)(2) of this Supplement, as applicable, and (3) the amount, if any, by which the amount in clause (A)(lA)(1) above exceeds the amount in clause (A)(2) above (the amount of such excess, the "Class B-l ▇▇▇trolled B-1 Controlled Distribution Amount Deficiency");; and (B) (1) during the Class B-2 Controlled Amortization Period, the Class B-2 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-2 Notes during the Related Month pursuant to Section 3.2(b)(x)(ii4.7(b)(i)(2) or 3.2(c)(x)(ii4.7(c)(i)(2), as applicable, and (3) the amount, if any, by which the amount in clause (B)(1) above exceeds the amount in clause (B)(2) above (the amount of such excess, the "Class B-2 Controlled Distribution Amount Deficiency"); and. (C) (1) during the Class B-3 Controlled Amortization Period, the Class B-3 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-3 Notes during the Related Month pursuant to Section 3.2(b)(x)(ii4.7(b)(i)(2) or 3.2(c)(x)(ii)4.7(c)(i)(2) of this Supplement, as applicable, and (3) the amount, if any, by which the amount in clause (C)(1B)(1) above exceeds the amount in clause (C)(2B)(2) above (the amount of such excess, the "Class B-2 Controlled Distribution Amount Deficiency" and, together with the Class B-2 Controlled Distribution Amount Deficiency and the Class B-3 Controlled Distribution Amount Deficiency, the "Class B Controlled Distribution Amount Deficiency"). (A) Commencing on the second Distribution Payment Date after the commencement of the Class B-1 Controlled Amortization Period, the Trustee shall, subject to Section 3.134.14 of this Supplement, (l1) withdraw from the Series 1996-1 1997 1/N1 Collection Account an amount equal to the lesser of the amounts specified in clauses (A)(1) and (A)(2) of Section 3.5(b)(i), and (24.10(b)(i) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, (2) to the extent any Class B-1 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw withdraw, from funds on deposit in the Excess Funding Accounts, for the other Group I Series 1996-1 Collection Account on such Distribution Date of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in the Series 1996-1 Collection Account representing such draw Excess Funding Accounts on the Letter of Credit such Payment Date (after application of any portion thereof such amounts pursuant to Sections 3.4(a)Section 4.9 of the related Series Supplements)in an amount not to exceed the related Available Subordinated Amounts at such time, 3.4(b) and 3.5(a)) and (y) the remaining amount of the Class B-1 Controlled Distribution Amount Deficiency (if any)Deficiency, and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a Class B-1 Controlled Distribution Amount and Deficiency exists after application of the amounts specified in the corresponding sections of the related Series Supplements, (3) to the extent any Class B-1 Controlled Distribution Amount Deficiency still remains exists after application of the amounts amount specified in clauses (1) and (2)) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw withdraw, from funds on deposit in the Series 1996-1 1997 1/N1 Excess Funding Account Account, an amount equal to the lesser of (v) the amount on deposit in the Series 1996-1 1997 1/N1 Excess Funding Account on such Distribution Payment Date (after application of any amounts pursuant to Sections 3.4(a), 3.4(b4.9(a),(b) and 3.5(a)(c) and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1996-1 1997 1/N1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-1 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount., and (4) to the extent any Class B-1 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn on the Series 1997 1/N1 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect -79- 84 thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Sections 4.20 and 4.21 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1997 1/N1 Collection Account representing such draw on the Series 1997 1/N1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-1 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount; and (B) Commencing on the second Distribution Payment Date after the commencement of the Class B-2 Controlled Amortization Period, the Trustee shall, in respect of the Class B-2 Notes, subject to Section 3.134.14 of this Supplement, (1) withdraw from the Series 1996-1 1997 1/N1 Collection Account an amount equal to the lesser of the amounts specified in clauses (B)(1) and (B)(2) of Section 3.5(b)(i), and (24.10(b)(i) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, (2) to the extent any Class B-2 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw withdraw, from funds on deposit in the related Excess Funding Accounts, if any, for the other Group I Series 1996-1 Collection Account on such Distribution Date of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in the Series 1996-1 Collection Account representing such draw Excess Funding Accounts on the Letter of Credit such Payment Date (after application of any portion thereof such amounts pursuant to Sections 3.4(a), 3.4(b4.9 and 4.10 of the related Supplements) and 3.5(a)) in an amount not to exceed the related Available Subordinated Amounts at such time and (y) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency (if any)Deficiency, and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a Class B-2 Controlled Distribution Amount and Deficiency exists after application of the amounts specified in the corresponding sections of the -80- 85 related Series Supplements, (3) to the extent any Class B-2 Controlled Distribution Amount Deficiency still remains exists after application of the amounts specified in clauses (1) and (2)) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw withdraw, from funds on deposit in the Series 1996-1 1997 1/N1 Excess Funding Account Account, an amount equal to the lesser of (v) the amount on deposit in the Series 1996-1 1997 1/N1 Excess Funding Account on such Distribution Payment Date (after application of any amounts pursuant to Sections 3.4(a4.9(a), 3.4(b(b) and 3.5(a)(c) and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1996-1 1997 1/N1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount, and (4) to the extent any Class B-2 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn on the Series 1997 1/N1 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.19 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1997 1/N1 Collection Account representing such draw on the Series 1997 1/N1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount. (C) Commencing on the second Distribution Payment Date after the commencement of the Class B-3 Controlled Amortization Period, the Trustee shall, in respect of the Class B-3 Notes, subject to Section 3 134.14 of this Supplement, (1) withdraw from the Series 1996-1 1997 1/N1 Collection Account an amount equal to the lesser of the amounts specified in clauses (C)(1) and (C)(2) of Section 3.5(b)(i), and (24.10(b)(i) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, (2) to the extent any Class B-3 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw withdraw, from funds on deposit in the related Excess Funding Accounts for the other Group I Series 1996-1 Collection Account on such Distribution Date of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in the Series 1996-1 Collection Account representing such draw Excess Funding Accounts on the Letter of Credit such Payment Date (after application of any portion thereof such amounts pursuant to Sections 3.4(a), 3.4(b4.9 and 4.10 of the related Supplements) and 3.5(a)) in an amount not to exceed the related Available Subordinated Amounts at such time and (y) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency (if any)Deficiency, and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-3 Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a Class B-3 Controlled Distribution Amount and Deficiency exists after application of the amounts specified in the corresponding sections of the related Series Supplements, (3) to the extent any Class B-3 Controlled Distribution Amount Deficiency still remains exists after application of the amounts specified in clauses (1) and (2)) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw withdraw, from funds on deposit in the Series 1996-1 1997 1/N1 Excess Funding Account Account, an amount equal to the lesser of (v) the amount on deposit in the Series 1996-1 1997 1/N1 Excess Funding Account on such Distribution Payment Date (after application of any amounts pursuant to Sections 3.4(a4.9(a), 3.4(b(b) and 3.5(a(c), and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1996-1 1997 1/N1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-3 Controlled Distribution Amount, and (4) to the extent any Class B-3 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn on the Series 1997 1/N1 -82- 87 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.19 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1997 1/N1 Collection Account representing such draw on the Series 1997 1/N1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-2 Controlled Distribution Amount. (iii) (A) Commencing on the first Distribution Payment Date after the commencement of the Series 1996-1 1997 1/N1 Rapid Amortization Period, provided that the Class A Notes shall have then been paid in full, the Trustee shall (1) withdraw from the Series 1996-1 1997 1/N1 Collection Account the amount allocated thereto pursuant to Section 3.2(c)(x)(ii4.7(c)(i)(2) and (2) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Collection Account on such Distribution Date the lesser of (x) the amount on deposit in the Series 1996-1 Collection Account representing such draw on the Letter of Credit (after application of any portion thereof pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) and (y) the excess of the Class B Invested Amount over the amount described in clause (1) and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders and (32) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amounts specified in clauses clause (1) and byabove, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw withdraw, from funds on deposit in the related Excess Funding Accounts of any additional Group I Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts pursuant to Sections 4.9 and 4.10 of the related Series Supplement) and (y) the unpaid portion of the Class B Invested Amount and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders, provided that any such amounts withdrawn from the Series 1996-1 Excess Funding Account Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a deficiency exists, (3) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amount specified in clauses (1) and (2) above, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Series 1997 1/N1 Excess Funding Account, an amount equal to the lesser of (v) the amount on deposit in the Series 1996-1 1997 1/N1 Excess Funding Account on such Distribution Payment Date (after application of any amounts pursuant to Sections 3.4(a4.9(a), 3.4(b(b) and 3.5(a)(c) and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1996-1 1997 1/N1 Available Subordinated Amount at such time and (w) the unpaid portion of the Class B Invested Amount and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders; provided, however, that on and (4) to the final Distribution Date for the Class B Notes, the Trustee shall withdraw from the Series 1996-1 Collection Account, as provided above, an aggregate amount which is no greater than extent any portion of the Class B Invested Amount as still remains unpaid after application of such date. Subject to Section 3.13the amounts specified in clauses (1) through (3) above, the Invested Amount of each Outstanding Class of Class B Notes shall be due and payable if amounts have been drawn on the Series 1996-1 Termination Date for such Class. (iv) On each Distribution Date occurring on or after 1997 1/N1 Letter of Credit and deposited into the date a withdrawal is made Series 1997 1/N1 Collection Account pursuant to Section 3.5(b)(ii) 4.18 of this Supplement or (iii) amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.19 of this Supplement, the Paying Agent shall, in accordance with Section 6.1 of Master Servicer shall instruct the Base Indenture, pay to the applicable Class B Noteholders specified in Section 3.5(b)(ii) and/or (iii), as applicable, pro rata, the amount deposited in the Class B Distribution Account for the payment of principal pursuant to Section 3.s(b)(ii) and/or (iii) of this Supplement.Truste

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Sources: Rental Car Asset Backed Notes (Dollar Thrifty Automotive Group Inc)