Common use of Excess Collection Account Clause in Contracts

Excess Collection Account. Amounts deposited into the Series 2009-1 Excess Collection Account on any Series 2009-1 Deposit Date prior to the commencement of the Series 2009-1 Rapid Amortization Period will be (i) first, withdrawn and deposited in the Series 2009-1 Reserve Account in an amount up to the excess, if any, of the Series 2009-1 Required Reserve Account Amount for such date over the Series 2009-1 Available Reserve Account Amount for such date, (ii) second, used to make a Mandatory Decrease, if applicable, in accordance with Sections 2.2(a) and 3.5(e) of this Series Supplement, (iii) third, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (iv) fourth, at the option of HVF to make a Voluntary Decrease in accordance with Sections 2.2(b) and 3.5(e) of this Series Supplement and (v) fifth, any remaining funds may be released to HVF, provided that the application of such funds pursuant to clauses (iii) through (v) above may be made only to the extent that no Series 2009-1 Enhancement Deficiency or other Amortization Event with respect to the Series 2009-1 Notes would result therefrom or exist immediately thereafter. Notwithstanding the foregoing, on the first day of the Series 2009-1 Controlled Amortization Period and, subject to the proviso to Section 3.2(b)(ii), on each Business Day thereafter or, if earlier, the first day of the Series 2009-1 Rapid Amortization Period, all funds on deposit in the Series 2009-1 Excess Collection Account (including amounts allocated thereto pursuant to Section 3.2(a)(ii), (b)(ii), (c)(ii) or (d)(v) of this Series Supplement and any amounts allocated thereto pursuant to Section 3.2(e) of this Series Supplement) will be withdrawn from the Series 2009-1 Excess Collection Account and deposited into the Series 2009-1 Collection Account and applied in accordance with Section 3.2(b)(ii) or 3.2(c)(ii) of this Series Supplement, as the case may be.

Excess Collection Account. Amounts deposited into the Series 2009-1 Excess Collection Account on any Series 2009-1 Deposit Date prior to the commencement of the Series 2009-1 Rapid Amortization Period will be (i) first, withdrawn and deposited in the Series 2009-1 Reserve Account in an amount up to the excess, if any, of the Series 2009-1 Required Reserve Account Amount for such date over the Series 2009-1 Available Reserve Account Amount for such date, (ii) second, used to make a Mandatory Decrease, if applicable, in accordance with Sections 2.2(a) and 3.5(e) of this Series Supplement, (iii) third, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (iv) fourth, at the option of HVF to make a Voluntary Decrease in accordance with Sections 2.2(b) and 3.5(e) of this Series Supplement and Supplement, (v) fifth, used to pay Ford all unpaid Ford Reimbursement Obligations, and (vi) sixth, any remaining funds may be released to HVF, provided that in the application case of such funds pursuant to clauses (iii) through (v) above may be made vi), only to the extent that no Series 2009-1 Enhancement Deficiency or other Amortization Event with respect to the Series 2009-1 Notes would result therefrom or exist immediately thereafterthereafter and in the case of clause (vi) only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment or release, the Fleet Equity Condition would be satisfied. Notwithstanding the foregoing, on the first day of the Series 2009-1 Controlled Amortization Period and, subject to the proviso to Section 3.2(b)(ii), on each Business Day thereafter or, if earlier, the first day of the Series 2009-1 Rapid Amortization Period, all funds on deposit in the Series 2009-1 Excess Collection Account (including amounts allocated thereto pursuant to Section 3.2(a)(ii), (b)(ii), (c)(ii) or (d)(v) of this Series Supplement and any amounts allocated thereto pursuant to Section 3.2(e) of this Series Supplement) will be withdrawn from the Series 2009-1 Excess Collection Account and deposited into the Series 2009-1 Collection Account and applied in accordance with Section 3.2(b)(ii) or 3.2(c)(ii) of this Series Supplement, as the case may be.

Excess Collection Account. Amounts deposited into the Series 20092008-1 Excess Collection Account on any Series 20092008-1 Deposit Date prior to the commencement of the Series 20092008-1 Rapid Amortization Period will be (i) first, withdrawn and deposited in the Series 20092008-1 Reserve Account in an amount up to the excess, if any, of the Series 20092008-1 Required Reserve Account Amount for such date over the Series 20092008-1 Available Reserve Account Amount for such date, (ii) second, used to make a Mandatory Decrease, if applicable, in accordance with Sections 2.2(a) and 3.5(e) of this Series Supplement, (iii) third, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (iv) fourth, used at the option of HVF to make a Voluntary Decrease in accordance with Sections 2.2(b) and 3.5(e) of this Series Supplement Supplement, and (v) fifth, any remaining funds may be released to HVF, provided that in the application case of such funds pursuant to clauses (iii) through (v) above may be made ), only to the extent that no Series 20092008-1 Enhancement Deficiency or other Amortization Event with respect to the Series 20092008-1 Notes would result therefrom or exist immediately thereafter. Notwithstanding the foregoing, on the first day of the Series 2009-1 Controlled Amortization Period and, subject to the proviso to Section 3.2(b)(ii), on each Business Day thereafter or, if earlier, the first day of the Series 20092008-1 Rapid Amortization Period, all funds on deposit in the Series 20092008-1 Excess Collection Account (including amounts allocated thereto pursuant to Section 3.2(a)(ii), (b)(ii), (c)(ii) or (d)(v) of this Series Supplement and any amounts allocated thereto pursuant to Section 3.2(e) of this Series Supplement) will be withdrawn from the Series 20092008-1 Excess Collection Account and deposited into the Series 20092008-1 Collection Account and applied in accordance with Section 3.2(b)(ii) or 3.2(c)(ii) of this Series Supplement, as the case may be.

Excess Collection Account. Amounts deposited into the Series 20092010-1 Excess Collection Account on any Series 20092010-1 Deposit Date prior to the commencement of the Series 2009-1 Rapid Amortization Period will be (i) first, withdrawn and deposited in the Series 20092010-1 Reserve Account in an amount up to the excess, if any, of the Series 20092010-1 Required Reserve Account Amount for such date over the Series 20092010-1 Available Reserve Account Amount for such date, (ii) second, used (x) to make a Mandatory Decrease, if applicable, in accordance with Sections 2.2(a) and 3.5(e) of this Series SupplementSupplement and (y) to pay any associated costs pursuant to Section 2.2(a)(iii), (iii) third, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVFZVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (iv) fourth, at the option of HVF ZVF to make a Voluntary Decrease in accordance with Sections 2.2(b) and 3.5(e) of this Series Supplement Supplement, and (v) fifth, any remaining funds may be released to HVFZVF, provided that in the application case of such funds pursuant to clauses (iii) through (v) above may be made ), only to the extent that no Series 20092010-1 Enhancement Deficiency or other Amortization Event with respect to the Series 20092010-1 Notes would result therefrom or exist immediately thereafter. Notwithstanding the foregoing, on the first day of the Series 2009-1 Controlled Amortization Period and, subject to the proviso to Section 3.2(b)(ii), on each Business Day thereafter or, if earlier, the first day of the Series 20092010-1 Rapid Amortization Period, all funds on deposit in the Series 20092010-1 Excess Collection Account (including amounts allocated thereto pursuant to Section 3.2(a)(ii), (b)(ii), (c)(ii) or (d)(vc)(v) of this Series Supplement and any amounts allocated thereto pursuant to Section 3.2(e3.2(d) of this Series Supplement) will be withdrawn from the Series 20092010-1 Excess Collection Account and deposited into the Series 20092010-1 Collection Account and applied in accordance with Section 3.2(b)(ii) or 3.2(c)(ii) of this Series Supplement. For the avoidance of doubt, as the case proceeds of any capital contribution to ZVF may, at ZVF’s discretion, be allocated to, and deposited in, the Series 2010-1 Excess Collection Account and may bebe used for the purposes set forth in this Section 3.2(e).

Excess Collection Account. Amounts deposited into the Series 2009-1 2 Excess Collection Account on any Series 2009-1 2 Deposit Date prior to shall be applied in the commencement following order of the Series 2009-1 Rapid Amortization Period will be priority (i) first, withdrawn and deposited in the Series 2009-1 Class A Reserve Account in an amount up to the excess, if any, of the Series 2009-1 Class A Required Reserve Account Amount for such date over the Series 2009-1 Class A Available Reserve Account Amount for such date, (ii) second, used withdrawn and deposited in the Class B Reserve Account in an amount up to make a Mandatory Decreasethe excess, if applicableany, in accordance with Sections 2.2(a) and 3.5(e) of this Series Supplementthe Class B Required Reserve Account Amount for such date over the Class B Available Reserve Account Amount for such date, (iii) third, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (iv) fourth, at the option of HVF used to make a Voluntary Decrease in accordance with Sections 2.2(b) and 3.5(e) of this Series Supplement pay Ford all unpaid Ford Reimbursement Obligations, and (v) fifth, any remaining funds may be released to HVF, provided that (x) the application of such funds pursuant to clauses (iiiii) through (v) above may only be made only to the extent that if no Series 2009-1 Class Enhancement Deficiency or other Amortization Event with respect to the Series 2009-1 2 Notes would result therefrom or exist immediately thereafterthereafter and (y) at any time the Ford LOC Exposure Amount is greater than zero, the application of such funds pursuant to clause (v) above may only be made if the Fleet Equity Condition would be satisfied after giving effect to such release. Notwithstanding the foregoing, on the first day of the each Series 2009-1 2 Controlled Amortization Period and, subject to and on the proviso to Section 3.2(b)(ii), on each first Business Day thereafter of each Related Month during each Series 2009-2 Controlled Amortization Period thereafter, or, if earlier, on the first day of the Series 2009-1 2 Rapid Amortization Period, all funds on deposit in the Series 2009-1 2 Excess Collection Account (including amounts allocated thereto pursuant to Section 3.2(a)(ii), (b)(ii), (c)(ii) or (d)(v) of this Series Supplement and any amounts allocated thereto pursuant to Section 3.2(e) of this Series Supplement) will be withdrawn from the Series 2009-1 2 Excess Collection Account and deposited into the Series 2009-1 2 Collection Account and applied in accordance with Section 3.2(b)(ii2.2(b)(ii) or 3.2(c)(ii) of this Series Supplement2.2(c)(ii), as the case may be, of this Series Supplement.

Excess Collection Account. Amounts deposited into allocated to the Series 20092005-1 Excess Collection Account on any Series 20092005-1 Deposit Date prior to the commencement of the Series 2009-1 Rapid Amortization Period will be (i) first, withdrawn and deposited in transferred to the Series 20092005-1 Reserve Account in an amount up to the excess, if any, of the Series 20092005-1 Required Reserve Account Amount for such date over the Series 20092005-1 Available Reserve Account Amount for such date, only to the extent that no Series 2005-1 Enhancement Deficiency or other Amortization Event with respect to the Series 2005-1 Notes would result therefrom, (ii) second, used to make a Mandatory Decrease, if applicable, in accordance with Sections 2.2(a) and 3.5(e) of this Series Supplement, (iii) third, used to pay the principal amount of other Series of Group I Notes that are then required to be paid or, at the option of HVFARG, to pay the principal amount of other Series of Group I Notes that may be paid under the Indenture, in each case, only to the extent that no Series 2005-1 Enhancement Deficiency or other Amortization Event with respect to the Series 2005-1 Notes would result therefrom, (iii) third, for so long as no payment default by the related Series 2005-1 Interest Rate Hedge Provider under its related Series 2005-1 Interest Rate Hedge has occurred and is continuing, used to pay any amounts (including but not limited to any termination payments) then due and owing to each Series 2005-1 Interest Rate Hedge Provider (and not then available to be paid from Interest Collections), (iv) fourth, at for so long as no payment default by the option Series 2005-1 Initial Interest Rate Hedge Provider under its related Series 2005-1 Interest Rate Hedge has occurred and is continuing, and without duplication of HVF any amounts paid under clause (f)(iii) above, transferred to make a Voluntary Decrease the Series 2005-1 Interest Rate Hedge Collateral Account in accordance an amount up to the excess, if any, of the Series 2005-1 Required Interest Rate Hedge Collateral Account Amount for such date over the Series 2005-1 Available Interest Rate Hedge Collateral Account Amount for such date, only to the extent that no Series 2005-1 Enhancement Deficiency or other Amortization Event with Sections 2.2(b) and 3.5(e) of this respect to the Series Supplement 2005-1 Notes would result therefrom, and (v) fifth, any remaining funds may be released to HVFARG and used to fund increases in the principal amounts of the Leasing Company Notes to the extent the Leasing Companies have requested increases thereof or for any other purpose, provided that the application of such funds pursuant to clauses (iii) through (v) above may be made only to the extent that no Series 20092005-1 Enhancement Deficiency or other Amortization Event with respect to the Series 20092005-1 Notes would result therefrom or exist immediately thereaftertherefrom. Notwithstanding the foregoing, on upon the first day occurrence of an Amortization Event with respect to the Series 20092005-1 Controlled Amortization Period and, subject to the proviso to Section 3.2(b)(ii), on each Business Day thereafter or, if earlier, the first day of the Series 2009-1 Rapid Amortization PeriodNotes, all funds on deposit in allocated to the Series 20092005-1 Excess Collection Account (including amounts allocated thereto pursuant to Section 3.2(a)(ii), (b)(ii), (c)(ii) or (d)(v) of this Series Supplement and any amounts allocated thereto pursuant to Section 3.2(e) of this Series Supplement) will be withdrawn from allocated as Principal Collections by the Trustee and deposited to the Series 2009-1 Excess Collection Account and deposited into the Series 20092005-1 Collection Account and applied in accordance with Section 3.2(b)(ii) or 3.2(c)(ii2.2(c)(ii) of this Series Supplement, as the case may be.

Excess Collection Account. Amounts deposited into the Series 20092010-1 Excess Collection Account on any Series 20092010-1 Deposit Date prior to shall be applied in the commencement following order of the Series 2009-1 Rapid Amortization Period will be priority (i) first, withdrawn and deposited in the Series 20092010-1 Reserve Account in an amount up to the excess, if any, of the Series 20092010-1 Required Reserve Account Amount for such date over the Series 20092010-1 Available Reserve Account Amount for such date, (ii) second, used to make a Mandatory Decrease, if applicable, in accordance with Sections 2.2(a) and 3.5(e) of this Series Supplement, (iii) third, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (iii) third, used to pay Ford all unpaid Ford Reimbursement Obligations, and (iv) fourth, at the option of HVF to make a Voluntary Decrease in accordance with Sections 2.2(b) and 3.5(e) of this Series Supplement and (v) fifth, any remaining funds may be released to HVF, provided that (x) the application of such funds pursuant to clauses (iiiii) through (viv) above may only be made only to the extent that if no Series 20092010-1 Enhancement Deficiency or other Amortization Event with respect to the Series 20092010-1 Notes would result therefrom or exist immediately thereafterthereafter and (y) at any time the Ford LOC Exposure Amount is greater than zero, the application of such funds pursuant to clause (iv) above may only be made if the Fleet Equity Condition would be satisfied after giving effect to such release. Notwithstanding the foregoing, on the first day of the each Series 20092010-1 Controlled Amortization Period and, subject to and on the proviso to Section 3.2(b)(ii), on each first Business Day thereafter of each Related Month during each Series 2010-1 Controlled Amortization Period thereafter, or, if earlier, on the first day of the Series 20092010-1 Rapid Amortization Period, all funds on deposit in the Series 20092010-1 Excess Collection Account (including amounts allocated thereto pursuant to Section 3.2(a)(ii), (b)(ii), (c)(ii) or (d)(v) of this Series Supplement and any amounts allocated thereto pursuant to Section 3.2(e) of this Series Supplement) will be withdrawn from the Series 20092010-1 Excess Collection Account and deposited into the Series 20092010-1 Collection Account and applied in accordance with Section 3.2(b)(ii2.2(b)(ii) or 3.2(c)(ii) of this Series Supplement2.2(c)(ii), as the case may be, of this Series Supplement.

Excess Collection Account. Amounts deposited into allocated to the Series 20092005-1 2 Excess Collection Account on any Series 20092005-1 2 Deposit Date prior to the commencement of the Series 2009-1 Rapid Amortization Period will be (i) first, withdrawn and deposited in transferred to the Series 20092005-1 2 Reserve Account in an amount up to the excess, if any, of the Series 20092005-1 2 Required Reserve Account Amount for such date over the Series 20092005-1 2 Available Reserve Account Amount for such date, only to the extent that no Series 2005-2 Enhancement Deficiency or other Amortization Event with respect to the Series 2005-2 Notes would result therefrom, (ii) second, used to make a Mandatory Decrease, if applicable, in accordance with Sections 2.2(a) and 3.5(e) of this Series Supplement, (iii) third, used to pay the principal amount of other Series of Group I Notes that are then required to be paid or, at the option of HVFARG, to pay the principal amount of other Series of Group I Notes that may be paid under the Indenture, in each case, only to the extent that no Series 2005-2 Enhancement Deficiency or other Amortization Event with respect to the Series 2005-2 Notes would result therefrom, (iii) third, for so long as no payment default by the related Series 2005-2 Interest Rate Hedge Provider under its related Series 2005-2 Interest Rate Hedge has occurred and is continuing, used to pay any amounts (including but not limited to any termination payments) then due and owing to each Series 2005-2 Interest Rate Hedge Provider (and not then available to be paid from Interest Collections), (iv) fourth, at for so long as no payment default by the option Series 2005-2 Initial Interest Rate Hedge Provider under its related Series 2005-2 Interest Rate Hedge has occurred and is continuing, and without duplication of HVF any amounts paid under clause (f)(iii) above, transferred to make a Voluntary Decrease the Series 2005-2 Interest Rate Hedge Collateral Account in accordance an amount up to the excess, if any, of the Series 2005-2 Required Interest Rate Hedge Collateral Account Amount for such date over the Series 2005-2 Available Interest Rate Hedge Collateral Account Amount for such date, only to the extent that no Series 2005-2 Enhancement Deficiency or other Amortization Event with Sections 2.2(b) and 3.5(e) of this respect to the Series Supplement 2005-2 Notes would result therefrom, and (v) fifth, any remaining funds may be released to HVFARG and used to fund increases in the principal amounts of the Leasing Company Notes to the extent the Leasing Companies have requested increases thereof or for any other purpose, provided that the application of such funds pursuant to clauses (iii) through (v) above may be made only to the extent that no Series 20092005-1 2 Enhancement Deficiency or other Amortization Event with respect to the Series 20092005-1 2 Notes would result therefrom or exist immediately thereaftertherefrom. Notwithstanding the foregoing, on upon the first day occurrence of an Amortization Event with respect to the Series 20092005-1 Controlled Amortization Period and, subject to the proviso to Section 3.2(b)(ii), on each Business Day thereafter or, if earlier, the first day of the Series 2009-1 Rapid Amortization Period2 Notes, all funds on deposit in allocated to the Series 20092005-1 2 Excess Collection Account (including amounts allocated thereto pursuant to Section 3.2(a)(ii), (b)(ii), (c)(ii) or (d)(v) of this Series Supplement and any amounts allocated thereto pursuant to Section 3.2(e) of this Series Supplement) will be withdrawn from allocated as Principal Collections by the Trustee and deposited to the Series 20092005-1 Excess Collection Account and deposited into the Series 2009-1 2 Collection Account and applied in accordance with Section 3.2(b)(ii) or 3.2(c)(ii2.2(c)(ii) of this Series Supplement, as the case may be.

Excess Collection Account. Amounts deposited into the Series 2009-1 Excess Collection Account on any Series 2009-1 Deposit Date prior to the commencement of the Series 2009-1 Rapid Amortization Period will be (i) first, withdrawn and deposited in the Series 2009-1 Reserve Account in an amount up to the excess, if any, of the Series 2009-1 Required Reserve Account Amount for such date over the Series 2009-1 Available Reserve Account Amount for such date, (ii) second, used to make a Mandatory Decrease, if applicable, in accordance with Sections 2.2(a) and 3.5(e) of this Series Supplement, (iii) third, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (iv) fourth, at the option of HVF to make a Voluntary Decrease in accordance with Sections 2.2(b) and 3.5(e) of this Series Supplement and (v) fifth, any remaining funds may be released to HVF, provided that the application of such funds pursuant to clauses (iii) through (v) above may be made only to the extent that no Series 2009-1 Enhancement Deficiency or other Amortization Event with respect to the Series 2009-1 Notes would result therefrom or exist immediately thereafter. Notwithstanding the foregoing, on the first day of the Series 2009-1 Controlled Amortization Period and, subject to the proviso to Section 3.2(b)(ii), on each Business Day thereafter or, if earlier, the first day of the Series 2009-1 Rapid Amortization Period, all funds on deposit in the Series 2009-1 Excess Collection Account (including amounts allocated thereto pursuant to Section 3.2(a)(ii), (b)(ii), (c)(ii) or (d)(v) of this Series Supplement and any amounts allocated thereto pursuant to Section 3.2(e) of this Series Supplement) will be withdrawn from the Series 2009-1 49 Excess Collection Account and deposited into the Series 2009-1 Collection Account and applied in accordance with Section 3.2(b)(ii) or 3.2(c)(ii) of this Series Supplement, as the case may be.

Excess Collection Account. Amounts deposited into allocated to the Series 20092005-1 3 Excess Collection Account on any Series 20092005-1 3 Deposit Date prior to the commencement of the Series 2009-1 Rapid Amortization Period will be (i) first, withdrawn and used to reduce the Purchaser Group Invested Amount with respect to any Non-Extending Purchaser Group to the extent required pursuant to Section 2.5(d), (ii) second, deposited in the Series 20092005-1 3 Reserve Account in an amount up to the excess, if any, of the Series 20092005-1 3 Required Reserve Account Amount for such date date, after giving effect to any Increase or Decrease on such date, over the Series 20092005-1 3 Available Reserve Account Amount for such date, (ii) second, used to make a Mandatory Decrease, if applicable, in accordance with Sections 2.2(a) and 3.5(e) of this Series Supplement, (iii) third, to the extent directed by CRCF used to pay the principal amount of other Series of Notes that are then required to be paid orpaid, at the option of HVF(iv) fourth, to pay the principal amount extent directed in writing by the Administrator, used to make a voluntary Decrease in the Series 2005-3 Invested Amount, (v) fifth, to the extent directed in writing by the Administrator used to make a voluntary decrease in the Invested Amount of any other Series of Notes that may be paid under reduced in accordance with the Indenture, (ivvi) fourthsixth, at the option of HVF to make a Voluntary Decrease in accordance with Sections 2.2(b) and 3.5(e) of this Series Supplement and (v) fifth, any remaining funds may be released to HVF, provided that AESOP Leasing in an amount equal to (A) the application of such funds pursuant to clauses (iii) through (v) above may be made only to the extent that no Series 2009-1 Enhancement Deficiency or other Amortization Event Loan Agreement’s Share with respect to the Series 2009AESOP I Operating Lease Loan Agreement as of such date times (B) 100% minus the Loan Payment Allocation Percentage with respect to the AESOP I Operating Lease Loan Agreement as of such date times (C) the amount of any remaining funds and (vii) seventh, paid to CRCF and used to make Loans under the Loan Agreements to the extent the Borrowers have requested Loans thereunder and Eligible Vehicles are avail-1 Notes able for financing thereunder; provided, in the case of clauses (v), (vi) and (vii), that no AESOP I Operating Lease Vehicle Deficiency would result therefrom there-from or exist immediately immedi-ately thereafter. Notwithstanding Upon the foregoingoccurrence of an Amortization Event, on the first day of the Series 2009-1 Controlled Amortization Period and, subject to the proviso to Section 3.2(b)(ii), on each Business Day thereafter or, if earlier, the first day of the Series 2009-1 Rapid Amortization Period, all funds on deposit in the Series 20092005-1 3 Excess Collection Account (including amounts allocated thereto pursuant to Section 3.2(a)(ii), (b)(ii), (c)(ii) or (d)(v) of this Series Supplement and any amounts allocated thereto pursuant to Section 3.2(e) of this Series Supplement) will be withdrawn from with-drawn by the Trustee, deposited in the Series 20092005-1 Excess 3 Collection Account and deposited into allocated as Principal Collections to reduce the Series 20092005-1 Collection Account and applied in accordance with Section 3.2(b)(ii) or 3.2(c)(ii) of this Series Supplement, as 3 Invested Amount on the case may beimmediately succeeding Distribution Date.

Excess Collection Account. Amounts deposited into the Series 2009-1 2 Excess Collection Account on any Series 2009-1 2 Deposit Date prior to shall be applied in the commencement following order of the Series 2009-1 Rapid Amortization Period will be priority (i) first, withdrawn and deposited in the Series 2009-1 Class A Reserve Account in an amount up to the excess, if any, of the Series 2009-1 Class A Required Reserve Account Amount for such date over the Series 2009-1 Class A Available Reserve Account Amount for such date, (ii) second, used to make a Mandatory Decrease, if applicable, in accordance with Sections 2.2(a) and 3.5(e) of this Series Supplement, (iii) third, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (iii) third, used to pay Ford all unpaid Ford Reimbursement Obligations, and (iv) fourth, at the option of HVF to make a Voluntary Decrease in accordance with Sections 2.2(b) and 3.5(e) of this Series Supplement and (v) fifth, any remaining funds may be released to HVF, provided that (x) the application of such funds pursuant to clauses (iiiii) through (viv) above may only be made only to the extent that if no Series 2009-1 Class A Enhancement Deficiency or other Amortization Event with respect to the Series 2009-1 2 Notes would result therefrom or exist immediately thereafterthereafter and (y) at any time the Ford LOC Exposure Amount is greater than zero, the application of such funds pursuant to clause (iv) above may only be made if the Fleet Equity Condition would be satisfied after giving effect to such release. Notwithstanding the foregoing, on the first day of the each Series 2009-1 2 Controlled Amortization Period and, subject to and on the proviso to Section 3.2(b)(ii), on each first Business Day thereafter of each Related Month during each Series 2009-2 Controlled Amortization Period thereafter, or, if earlier, on the first day of the Series 2009-1 2 Rapid Amortization Period, all funds on deposit in the Series 2009-1 2 Excess Collection Account (including amounts allocated thereto pursuant to Section 3.2(a)(ii), (b)(ii), (c)(ii) or (d)(v) of this Series Supplement and any amounts allocated thereto pursuant to Section 3.2(e) of this Series Supplement) will be withdrawn from the Series 2009-1 2 Excess Collection Account and deposited into the Series 2009-1 2 Collection Account and applied in accordance with Section 3.2(b)(ii2.2(b)(ii) or 3.2(c)(ii) of this Series Supplement2.2(c)(ii), as the case may be, of this Series Supplement.

Excess Collection Account. Amounts deposited into the Series 20092005-1 3 Excess Collection Account on any Series 20092005-1 3 Deposit Date prior to the commencement of the Series 2009-1 Rapid Amortization Period will be (i) first, withdrawn and deposited in the Series 2009-1 Class A Reserve Account in an amount up to the excess, if any, of the Series 2009-1 Class A Required Reserve Account Amount for such date over the Series 2009-1 Class A Available Reserve Account Amount for such date, (ii) second, used to make a Mandatory Decrease, if applicable, in accordance with Sections 2.2(a) and 3.5(e3.5(f) of this Series Supplement, (iii) third, used to pay (a) the outstanding principal amount of the Class A-1 Notes, the Class B-1 Notes and the Class B-2 Notes in that order on the Three-Year Notes Expected Final Payment Date, and (b) the outstanding principal amount of the Class A-2 Notes, the Class B-3 Notes and the Class B-4 Notes in that order on the Five-Year Notes Expected Final Payment Date, (iv) fourth, withdrawn and deposited in the Class B Reserve Account in an amount up to the excess, if any, of the Class B Required Reserve Account Amount for such date over the Class B Available Reserve Account Amount for such date, (v) fifth, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (ivvi) fourthsixth, used at the option of HVF to make a Voluntary Decrease in accordance with Sections 2.2(b) and 3.5(e3.5(f) of this Series Supplement Supplement, (vii) seventh, used to pay Ford all unpaid Ford Reimbursement Obligations, (viii) eighth, used to pay each Interest Rate Hedge Provider all amounts due and owing to it under its Series 2005-3 Interest Rate Hedge and (vix) fifthninth, any remaining funds may be released to HVF, provided that in the application case of such funds pursuant to clauses (iiiiv) through (v) above may be made ix), only to the extent that no Series 2009-1 Class Enhancement Deficiency or other Amortization Event with respect to the Series 20092005-1 3 Notes would result therefrom or exist immediately thereafterthereafter and, in the case of clauses (viii) and (ix) only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment or release or immediately after such payment or release, the Fleet Equity Condition would be satisfied. Notwithstanding the foregoing, on the first day of the Series 20092005-1 Controlled Amortization Period and, subject to the proviso to Section 3.2(b)(ii), on each Business Day thereafter or, if earlier, the first day of the Series 2009-1 3 Rapid Amortization Period, all funds on deposit in the Series 20092005-1 3 Excess Collection Account (including amounts allocated thereto pursuant to Section 3.2(a)(ii), (b)(ii), (c)(ii) or (d)(v) of this Series Supplement and any amounts allocated thereto pursuant to Section 3.2(e) of this Series Supplement) will be withdrawn from the Series 20092005-1 3 Excess Collection Account and deposited into the Series 20092005-1 3 Collection Account and applied in accordance with Section 3.2(b)(ii) or 3.2(c)(ii) of this Series Supplement, as the case may be.