Common use of Class A Cash Collateral Account Surplus Clause in Contracts

Class A Cash Collateral Account Surplus. (X) In the event that the Class A Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer), shall, subject to the limitations set forth in this Section 3.8(j)(X), withdraw the amount specified by the Administrator from the Class A Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 3.8(j)(X). The amount of any such withdrawal from the Class A Ford Cash Collateral Account shall be limited to the lesser of (a) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Non-Ford Cash Collateral Account) on such Payment Date. The amount of any such withdrawal from the Class A Non-Ford Cash Collateral Account shall be limited to the least of (a) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Ford Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the Class A Non-Ford Letter of Credit Liquidity Amount on such Payment Date over the Series 2005-3 Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the Class A Ford Cash Collateral Account pursuant to this Section 3.8(j)(X) shall be paid to Ford. Any amounts withdrawn from the Class A Non-Ford Cash Collateral Account shall be paid: first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, the lesser of the amount withdrawn from the Class A Non-Ford Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, second, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to the Class A Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A Non-Ford Letter of Credit Providers in respect of the Class A Non-Ford Letters of Credit, for application in accordance with the provisions of the respective Class A Non-Ford Letter of Credit Reimbursement Agreement, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts. (Y) Irrespective of whether there is a Class A Cash Collateral Account Surplus, in the event that the Class A Ford Cash Collateral Account has been established pursuant to Section 3.8(g)(I) of this Series Supplement, the proceeds of one or more Class A LOC Termination Disbursements have been deposited therein pursuant to Section 3.8(b) or Section 3.8(c) of this Series Supplement and Ford delivers to the Trustee a Class A Ford Letter of Credit from a Class A Ford Eligible Letter of Credit Provider the Administrator shall direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Class A Ford Cash Collateral Account an amount equal to the stated amount of such Class A Ford Letter of Credit and pay such amount to Ford.

Class A Cash Collateral Account Surplus. (X) In the event that the Class A Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer), shall, subject to the limitations set forth in this Section 3.8(j)(X2.8(j)(X), withdraw the amount specified by the Administrator from the Class A Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 3.8(j)(X2.8(j)(X). The amount of any such withdrawal from the Class A Ford Cash Collateral Account shall be limited to the lesser of (a) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Non-Ford Cash Collateral Account) on such Payment Date. The amount of any such withdrawal from the Class A Non-Ford Cash Collateral Account shall be limited to the least of (a) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Ford Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the Class A Non-Non- 115 Ford Letter of Credit Liquidity Amount on such Payment Date over the Series 2005-3 2 Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the Class A Ford Cash Collateral Account pursuant to this Section 3.8(j)(X2.8(j)(X) shall be paid to Ford. Any amounts withdrawn from the Class A Non-Ford Cash Collateral Account shall be paid: first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, the lesser of the amount withdrawn from the Class A Non-Ford Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, second, only for so long as the Ford LOC Exposure Amount is greater than zero, only solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to the Class A Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A Non-Ford Letter of Credit Providers in respect of the Class A Non-Ford Letters of Credit, for application in accordance with the provisions of the respective Class A Non-Ford Letter of Credit Reimbursement Agreement, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, only solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts. (Y) Irrespective of whether there is a Class A Cash Collateral Account Surplus, in the event that the Class A Ford Cash Collateral Account has been established pursuant to Section 3.8(g)(I2.8(g)(I) of this Series Supplement, the proceeds of one or more Class A LOC Termination Disbursements have been deposited therein pursuant to Section 3.8(b2.8(b) or Section 3.8(c2.8(c) of this Series Supplement and Ford delivers to the Trustee a Class A Ford Letter of Credit from a Class A Ford Eligible Letter of Credit Provider the Administrator shall direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Class A Ford Cash Collateral Account an amount equal to the stated amount of such Class A Ford Letter of Credit and pay such amount to Ford.

Class A Cash Collateral Account Surplus. (X) In the event that the Class A Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer), shall, subject to the limitations set forth in this Section 3.8(j)(X), withdraw the amount specified by the Administrator from the Class A Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 3.8(j)(X). The amount of any such withdrawal from the Class A Ford Cash Collateral Account shall be limited to the lesser of (a) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Non-Ford Cash Collateral Account) on such Payment Date. The amount of any such withdrawal from the Class A Non-Ford Cash Collateral Account shall be limited to the least of (a) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Ford Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the Class A Non-Ford Letter of Credit Liquidity Amount on such Payment Date over the Series 2005-3 4 Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the Class A Ford Cash Collateral Account pursuant to this Section 3.8(j)(X) shall be paid to Ford. Any amounts withdrawn from the Class A Non-Ford Cash Collateral Account shall be paid: first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, the lesser of the amount withdrawn from the Class A Non-Ford Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, second, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to the Class A Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A Non-Ford Letter of Credit Providers in respect of the Class A Non-Ford Letters of Credit, for application in accordance with the provisions of the respective Class A Non-Ford Letter of Credit Reimbursement Agreement, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts. (Y) Irrespective of whether there is a Class A Cash Collateral Account Surplus, in the event that the Class A Ford Cash Collateral Account has been established pursuant to Section 3.8(g)(I) of this Series Supplement, the proceeds of one or more Class A LOC Termination Disbursements have been deposited therein pursuant to Section 3.8(b) or Section 3.8(c) of this Series Supplement and Ford delivers to the Trustee a Class A Ford Letter of Credit from a Class A Ford Eligible Letter of Credit Provider the Administrator shall direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Class A Ford Cash Collateral Account an amount equal to the stated amount of such Class A Ford Letter of Credit and pay such amount to Ford.

Class A Cash Collateral Account Surplus. (X) In the event that the Class A Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer)Administrator, shall, subject to the limitations set forth in this Section 3.8(j)(X2.8(i), withdraw on a pro rata basis the amount specified by the Administrator Administrator, calculated on the basis of the Class A Available Cash Collateral Account Amount for each such Class A Cash Collateral Account, from the each Class A Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 3.8(j)(X2.8(i). The aggregate amount of any such withdrawal withdrawals from the Class A Ford Cash Collateral Account Accounts shall be limited to the lesser of (a) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Non-Ford Cash Collateral Account) on such Payment Date. The amount of any such withdrawal from the Class A Non-Ford Cash Collateral Account shall be limited to the least of (a) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Ford Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the Class A Non-Ford Letter of Credit Liquidity Amount on such Payment Date over the Series 2005-3 Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the any Class A Ford Cash Collateral Account pursuant to this Section 3.8(j)(X) shall be paid to Ford. Any amounts withdrawn from the Class A Non-Ford Cash Collateral Account shall be paid: first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, the lesser of the amount withdrawn from the Class A Non-Ford Cash Collateral Account and the amount of such unpaid Ford Reimbursement ObligationsReimbursements, (ii) second, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, withdrawal the Fleet Equity Condition would be satisfied, to the Class A Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A Non-Ford Letter of Credit Providers in respect of the Class A Non-Ford Letters of Credit, for application in accordance with the provisions of the respective Class A Non-Ford Letter of Credit Reimbursement Agreement, and (iii) third, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, withdrawal the Fleet Equity Condition would be satisfied, to HVF any remaining amounts. (Y) Irrespective of whether there is a Class A Cash Collateral Account Surplus, in the event that the Class A Ford Cash Collateral Account has been established pursuant to Section 3.8(g)(I) of this Series Supplement, the proceeds of one or more Class A LOC Termination Disbursements have been deposited therein pursuant to Section 3.8(b) or Section 3.8(c) of this Series Supplement and Ford delivers to the Trustee a Class A Ford Letter of Credit from a Class A Ford Eligible Letter of Credit Provider the Administrator shall direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Class A Ford Cash Collateral Account an amount equal to the stated amount of such Class A Ford Letter of Credit and pay such amount to Ford.

Class A Cash Collateral Account Surplus. (X) In the event that the Class A Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer)Administrator, shall, subject to the limitations set forth in this Section 3.8(j)(X2.8(i), withdraw on a pro rata basis the amount specified by the Administrator Administrator, calculated on the basis of the Class A Available Cash Collateral Account Amount for each such Class A Cash Collateral Account, from the each Class A Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 3.8(j)(X2.8(i). The aggregate amount of any such withdrawal withdrawals from the Class A Ford Cash Collateral Account Accounts shall be limited to the lesser of (a) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Non-Ford Cash Collateral Account) on such Payment Date. The amount of any such withdrawal from the Class A Non-Ford Cash Collateral Account shall be limited to the least of (a) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Ford Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the Class A Non-Ford Letter of Credit Liquidity Amount on such Payment Date over the Series 2005-3 Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the any Class A Ford Cash Collateral Account pursuant to this Section 3.8(j)(X) shall be paid to Ford. Any amounts withdrawn from the Class A Non-Ford Cash Collateral Account shall be paid: first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, the lesser of the amount withdrawn from the Class A Non-Ford Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, (ii) second, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, withdrawal the Fleet Equity Condition would be satisfied, to the Class A Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A Non-Ford Letter of Credit Providers in respect of the Class A Non-Ford Letters of Credit, for application in accordance with the provisions of the respective Class A Non-Ford Letter of Credit Reimbursement Agreement, and (iii) third, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, withdrawal the Fleet Equity Condition would be satisfied, to HVF any remaining amounts. (Y) Irrespective of whether there is a Class A Cash Collateral Account Surplus, in the event that the Class A Ford Cash Collateral Account has been established pursuant to Section 3.8(g)(I) of this Series Supplement, the proceeds of one or more Class A LOC Termination Disbursements have been deposited therein pursuant to Section 3.8(b) or Section 3.8(c) of this Series Supplement and Ford delivers to the Trustee a Class A Ford Letter of Credit from a Class A Ford Eligible Letter of Credit Provider the Administrator shall direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Class A Ford Cash Collateral Account an amount equal to the stated amount of such Class A Ford Letter of Credit and pay such amount to Ford.