Allocations with Respect to the Series. 2009-1 Notes. The net proceeds from the initial sale of the Series 2009-1 Notes will be deposited into the Collection Account and allocated in accordance with clause (a)(ii) of this Section 3.2 below. All amounts payable to HVF under the Series 2009-1 Interest Rate Caps will be deposited into the Series 2009-1 Collection Account. On each Business Day on which the proceeds of the initial sale of the Series 2009-1 Notes, any Increase or Collections are deposited into the Collection Account (each such date, a “Series 2009-1 Deposit Date”), the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to apply from all amounts deposited into the Collection Account in accordance with the provisions of this Section 3.2: (a) Allocations of Collections During the Series 2009-1 Revolving Period. During the Series 2009-1 Revolving Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on each Series 2009-1 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below: (i) allocate to and deposit in the Series 2009-1 Collection Account an amount equal to the sum of (A) the Series 2009-1 Invested Percentage (as of such day) of the aggregate amount of Interest Collections on such day and (B) any amounts received by the Trustee in respect of the Series 2009-1 Interest Rate Caps. All such amounts deposited into the Series 2009-1 Collection Account shall thereafter be deposited into the Series 2009-1 Accrued Interest Account; and (ii) allocate to and deposit in the Series 2009-1 Excess Collection Account (A) an amount equal to the Series 2009-1 Invested Percentage (as of such day) of the aggregate amount of Principal Collections on such day, (B) on the Series 2009-1 Closing Date, the net proceeds from the issuance of the Series 2009-1 Notes and (C) on the date of any Increase, the proceeds of such Increase (for any such day, the “Series 2009-1 Principal Allocation”). (b) Allocation of Collections During the Series 2009-1
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Allocations with Respect to the Series. 20092003-1 NotesNOTES. The net proceeds from the initial sale of the Series 20092003-1 Notes and any Increase will be deposited into the Collection Account and allocated in accordance with clause (a)(ii) of this Section 3.2 below. All amounts payable to HVF under the Series 2009-1 Interest Rate Caps will be deposited into the Series 2009-1 Collection Account. On each Business Day on which the proceeds of the initial sale of the Series 2009-1 Notes, any Increase or Collections are deposited into the Collection Account (each such date, a “Series 2009"SERIES 2003-1 Deposit Date”DEPOSIT DATE"), the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to apply from allocate all amounts deposited into the Collection Account in accordance with the provisions of this Section 3.2:
(a) Allocations of Collections During the Series 2009ALLOCATIONS OF COLLECTIONS DURING THE SERIES 2003-1 Revolving PeriodREVOLVING PERIOD. During the Series 20092003-1 Revolving Period, the Administrator will direct the Trustee in writing pursuant to the Administration AgreementAgreement to allocate on each day, prior to 1:00 p.m. 11:00 a.m. (New York City time) on each Series 20092003-1 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:
(i) allocate to and deposit in the Series 20092003-1 Collection Account an amount equal to the sum of (A) the Series 20092003-1 Invested Percentage (as of such day) of the aggregate amount of Interest Collections on such day and (B) any amounts received by the Trustee in respect of the Series 2009-1 Interest Rate Capsday. All such amounts deposited into allocated to the Series 20092003-1 Collection Account shall thereafter be deposited into further allocated to the Series 20092003-1 Accrued Interest Account; and
(ii) allocate to and deposit in the Series 20092003-1 Excess Collection Account the sum of (A) an amount equal to the Series 20092003-1 Invested Percentage (as of such day) of the aggregate amount of Principal Collections on such day, (B) on the Series 2009-1 Closing Date, the net proceeds from the issuance of the Series 2009-1 Notes and (C) on the date of any Increase, the proceeds of such Increase day (for any such day, the “Series 2009"SERIES 2003-1 Principal Allocation”).-19- PRINCIPAL ALLOCATION") and (B) the proceeds from the initial issuance of the Series 2003-1 Notes and from any Increase;
(b) Allocation of Collections During ALLOCATIONS OF COLLECTIONS DURING THE SERIES 2003-1 AMORTIZATION PERIOD. With respect to the Series 20092003-11 Amortization Period, other than after the occurrence of an Event of Bankruptcy with respect to ARAC, any other Lessee or AGH, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New York City time) on any Series 2003-1 Deposit Date, all amounts deposited into the Collection Account as set forth below:
(i) allocate to the Series 2003-1 Collection Account an amount determined as set forth in Section 3.2(a)(i) above for such day, which amount shall be further allocated to the Series 2003-1 Accrued Interest Account; and
(ii) allocate to the Series 2003-1 Collection Account an amount equal to the Series 2003-1 Principal Allocation for such day, which amount shall be used to make principal payments in respect of the Series 2003-1 Notes, ratably, without preference or priority of any kind, until the Series 2003-1 Invested Amount is paid in full; PROVIDED that if on any Determination Date (A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2003-1 Notes and other amounts available pursuant to Section 3.3 to pay Series 2003-1 Monthly Interest on the next succeeding Distribution Date will be less than the Series 2003-1 Monthly Interest for the Series 2003-1 Interest Period ending on the day preceding such Distribution Date and (B) the Series 2003-1 Enhancement Amount is greater than zero, then the Administrator shall direct the Trustee in writing to reallocate a portion of the Principal Collections allocated to the Series 2003-1 Notes during the Related Month equal to the lesser of such insufficiency and the Series 2003-1 Enhancement Amount to the Series 2003-1 Accrued Interest Account to be treated as Interest Collections on such Distribution Date.
(c) ALLOCATIONS OF COLLECTIONS AFTER THE OCCURRENCE OF AN EVENT OF BANKRUPTCY. After the occurrence of an Event of Bankruptcy with respect to ARAC, any other Lessee or AGH, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New York City time) on any Series 2003-1 Deposit Date, all amounts deposited into the Collection Account as set forth below:
(i) allocate to the Series 2003-1 Collection Account an amount equal to the Series 2003-1 AESOP I Operating Lease Vehicle Percentage as of the date of the occurrence of such Event of Bankruptcy of the aggregate amount of Interest Collections made under the AESOP I Operating Lease Loan Agreement. All such amounts allocated to the Series 2003-1 Collection Account shall be further allocated to the Series 2003-1 Accrued Interest Account; and
(ii) allocate to the Series 2003-1 Collection Account an amount equal to the Series 2003-1 AESOP I Operating Lease Vehicle Percentage as of the date of the occurrence of such Event of Bankruptcy of the aggregate amount of Principal Collections made under the AESOP I Operating Lease Loan Agreement, which amount shall be used to make principal payments in respect of the Series 2003-1 Notes until the Series 2003-1 Notes have been paid in full; PROVIDED that if on any Determination Date (A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2003-1 Notes and other amounts available pursuant to Section 3.3 to pay Series 2003-1 Monthly Interest on the next succeeding Distribution Date will be less than the Series 2003-1 Monthly Interest for the Series 2003-1 Interest Period ending on the day preceding such Distribution Date and (B) the Series 2003-1 Enhancement Amount is greater than zero, then the Administrator shall direct the Trustee in writing to reallocate a portion of the Principal Collections allocated to the Series 2003-1 Notes during the Related Month equal to the lesser of such insufficiency and the Series 2003-1 Enhancement Amount to the Series 2003-1 Accrued Interest Account to be treated as Interest Collections on such Distribution Date.
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Allocations with Respect to the Series. 20092002-1 Notes3 NOTES. The net proceeds from the initial sale of the Series 20092002-1 3 Notes will and any Increase shall be deposited into the Collection Account and allocated in accordance with clause (a)(ii) of this Section 3.2 below. All amounts payable to HVF under the Series 2009-1 Interest Rate Caps will be deposited into the Series 2009-1 Collection Account. On each Business Day on which the proceeds of the initial sale of the Series 2009-1 Notes, any Increase or Collections are deposited into the Collection Account (each such date, a “Series 2009"SERIES 2002-1 Deposit Date”3 DEPOSIT DATE"), the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to apply from allocate all amounts deposited into the Collection Account in accordance with the provisions of this Section 3.2:
(a) Allocations of Collections During the Series 2009ALLOCATIONS OF COLLECTIONS DURING THE SERIES 2002-1 Revolving Period3 REVOLVING PERIOD. During the Series 20092002-1 3 Revolving Period, the Administrator will direct the Trustee in writing pursuant to the Administration AgreementAgreement to allocate on each day, prior to 1:00 p.m. 11:00 a.m. (New York City time) on each Series 20092002-1 3 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:
(i) allocate to and deposit in the Series 20092002-1 3 Collection Account an amount equal to the sum of (A) the Series 20092002-1 3 Invested Percentage (as of such day) of the aggregate amount of the Interest Collections on such day and (B) any amounts received by the Trustee in respect of the Series 2009-1 Interest Rate Capsday. All such amounts deposited into allocated to the Series 20092002-1 3 Collection Account shall thereafter be deposited into further allocated to the Series 20092002-1 3 Accrued Interest Account; and
(ii) allocate to and deposit in the Series 20092002-1 3 Excess Collection Account the sum of (A) an amount equal to the Series 20092002-1 3 Invested Percentage (as of such day) of the aggregate amount of Principal Collections on such day, (B) on the Series 2009-1 Closing Date, the net proceeds from the issuance of the Series 2009-1 Notes and (C) on the date of any Increase, the proceeds of such Increase day (for any such day, the “"SERIES 2002-3 PRINCIPAL ALLOCATION") and (B) the proceeds from the initial issuance of the Series 20092002-1 Principal Allocation”)3 Notes and from any Increase.
(b) Allocation of Collections During ALLOCATIONS OF COLLECTIONS DURING THE SERIES 2002-3 AMORTIZATION PERIOD. With respect to the Series 20092002-13 Amortization Period, other than after the occurrence of an Event of Bankruptcy with respect to ARAC, any other Lessee or AGH, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New York City time) on any Series 2002-3 Deposit Date, all amounts deposited into the Collection Account as set forth below:
(i) allocate to the Series 2002-3 Collection Account an amount determined as set forth in Section 3.2(a)(i) above for such day, which amount shall be further allocated to the Series 2002-3 Accrued Interest Account; and
(ii) allocate to the Series 2002-3 Collection Account an amount equal to the Series 2002-3 Principal Allocation for such day, which amount shall be used to make principal payments in respect of the Series 2002-3 Notes, ratably, without preference or priority of any kind, until the Series 2002-3 Invested Amount is paid in full; PROVIDED that if on any Determination Date (A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2002-3 Notes and other amounts available pursuant to Section 3.3 to pay Series 2002-3 Monthly Interest and the Commitment Fee on the next succeeding Distribution Date will be less than the Series 2002-3 Monthly Interest and the Commitment Fee for the Series 2002-3 Interest Period ending on the day preceding such Distribution Date and (B) the Series 2002-3 Enhancement Amount is greater than zero, then the Administrator shall direct the Trustee in writing to reallocate a portion of the Principal Collections allocated to the Series 2002-3 Notes during the Related Month equal to the lesser of such insufficiency and the Series 2002-3 Enhancement Amount to the Series 2002-3 Accrued Interest Account to be treated as Interest Collections on such Distribution Date.
(c) ALLOCATIONS OF COLLECTIONS AFTER THE OCCURRENCE OF AN EVENT OF BANKRUPTCY. After the occurrence of an Event of Bankruptcy with respect to ARAC, any other Lessee or AGH, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New York City time) on any Series 2002-3 Deposit Date, all amounts deposited into the Collection Account as set forth below:
(i) allocate to the Series 2002-3 Collection Account an amount equal to the sum of (A) the Series 2002-3 AESOP I Operating Lease Vehicle Percentage as of the date of the occurrence of such Event of Bankruptcy of the aggregate amount of Interest Collections made under the AESOP I Operating Lease Loan Agreement, (B) the Series 2002-3 Special VFN Collection Allocation Percentage of the aggregate amount of Interest Collections made under the AESOP I Finance Lease Loan Agreement and (C) the Series 2002-3 Special VFN Collection Allocation Percentage of the aggregate amount of Interest Collections made under the AESOP II Loan Agreement. All such amounts allocated to the Series 2002-3 Collection Account shall be further allocated to the Series 2002-3 Accrued Interest Account;
(ii) allocate to the Series 2002-3 Collection Account an amount equal to the sum of (A) the Series 2002-3 AESOP I Operating Lease Vehicle Percentage as of the date of the occurrence of such Event of Bankruptcy of the aggregate amount of Principal Collections made under the AESOP I Operating Lease Loan Agreement, (B) the Series 2002-3 Special VFN Collection Allocation Percentage of the aggregate amount of Principal Collections made under the AESOP I Finance Lease Loan Agreement and (C) the Series 2002-3 Special VFN Collection Allocation Percentage of the aggregate amount of Principal Collections made under the AESOP II Loan Agreement, which amount shall be used to make principal payments in respect of the Series 2002-3 Notes until the Series 2002-3 Notes have been paid in full; PROVIDED that if on any Determination Date (A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2002-3 Notes and other amounts available pursuant to Section 3.3 to pay Series 2002-3 Monthly Interest and the Commitment Fee on the next succeeding Distribution Date will be less than the Series 2002-3 Monthly Interest and the Commitment Fee for the Series 2002-3 Interest Period ending on the day preceding such Distribution Date and (B) the Series 2002-3 Enhancement Amount is greater than zero, then the Administrator shall direct the Trustee in writing to reallocate a portion of the Principal Collections allocated to the Series 2002-3 Notes during the Related Month equal to the lesser of such insufficiency and the Series 2002-3 Enhancement Amount to the Series 2002-3 Accrued Interest Account to be treated as Interest Collections on such Distribution Date.
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