Common use of Payment of Note Principal Clause in Contracts

Payment of Note Principal. (a) Monthly Payments During Series 2009-1 Controlled Amortization Period or Series 2009-1 Rapid Amortization Period. Commencing on the earlier to occur of (i) the Determination Date immediately preceding the first Series 2009-1 Controlled Amortization Payment Date, or (ii) the first Determination Date after the commencement of the Series 2009-1 Rapid Amortization Period and on each Determination Date thereafter, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to (v) the amount allocated to the Series 2009-1 Notes pursuant to Section 3.2(b)(ii) or 3.2(c)(ii) of this Series Supplement, as the case may be, and any amounts allocated from the Series 2009-1 Excess Collection Account to the Series 2009-1 Collection Account pursuant to Section 3.2(f) of this Series Supplement and/or allocated to the Series 2009-1 Collection Account pursuant to Section 3.2(e) or Section 3.3(f) of this Series Supplement, in each case, prior to such date and not previously deposited into the Series 2009-1 Distribution Account for payment to the Series 2009-1 Noteholders and the amount of the portion of the Monthly Base Rent under the HVF Lease that will be allocated to the Series 2009-1 Notes pursuant to Section 3.2(b)(ii) or 3.2(c)(ii) of this Series Supplement, as the case may be, (w) any amounts to be withdrawn from the Series 2009-1 Reserve Account and deposited into the Series 2009-1 Distribution Account, (x) any amounts to be drawn on the Series 2009-1 Letters of Credit (and/or withdrawn from the Series 2009-1 Cash Collateral Account) and (y) the amount of any demand to be made under the Series 2009-1 Demand Note. On each Series 2009-1 Controlled Amortization Payment Date and the Expected Final Payment Date, the Trustee shall withdraw such amounts from the Series 2009-1 Collection Account allocated to pay principal of the Series 2009-1 Notes during the related Series 2009-1 Controlled Amortization Payment Period and deposit such amount together with the proceeds of any demand made on the Series 2009-1 Demand Note received during the period from but excluding the immediately preceding Payment Date to and including such Payment Date into the Series 2009-1 Distribution Account, which amount and any other amounts deposited in the Series 2009-1 Distribution Account for the payment of principal of such Series 2009-1 Notes pursuant to Section 3.5(b) of this Series Supplement during the related Series 2009-1 Controlled Amortization Payment Period shall be paid to the Series 2009-1 Noteholders in accordance with Section 3.5(e)(ii) or 3.5(e)(iii) of this Series Supplement, as the case may be. On the Payment Date following each such Determination Date during the Series 2009-1 Rapid Amortization Period, the Trustee shall withdraw such amounts allocated to pay principal of the Series 2009-1 Notes from the Series 2009-1 Collection Account and deposit such amount together with the proceeds of any demand made on the Series 2009-1 Demand Note received during the period from but excluding the immediately preceding Payment Date to and including such Payment Date into the Series 2009-1 Distribution Account along with any other amounts deposited in the Series 2009-1 Distribution Account for the payment of principal of such Series 2009-1 Notes pursuant to Section 3.5(b) of this Series Supplement and any amounts deposited in the Series 2009-1 Distribution Account pursuant to Section 3.5(c) of this Series Supplement, in each case, during the related Series 2009-1 Rapid Amortization Payment Period, which amount shall be paid to the Series 2009-1 Noteholders until the Series 2009-1 Noteholders have been paid the Series 2009-1 Principal Amount in full.

Payment of Note Principal. (a) Monthly Payments During any Series 20092010-1 6 Controlled Amortization Period or Series 20092010-1 6 Rapid Amortization Period. Commencing on the earlier to occur of (i) the second Determination Date immediately preceding the first during any Series 20092010-1 6 Controlled Amortization Payment Date, Period or (ii) the first Determination Date after the commencement of the Series 20092010-1 6 Rapid Amortization Period and on each Determination Date thereafterPeriod, the Administrator shall instruct the Trustee and the Paying Agent in writing pursuant to the Administration Agreement and in accordance with this Section 3.5 as to (vi) the amount allocated to the Series 20092010-1 6 Notes during the Related Month pursuant to Section 3.2(b)(ii), (c)(ii) or 3.2(c)(ii) of this Series Supplement(d)(ii), as the case may be, and any amounts allocated from the Series 2009-1 Excess Collection Account portion of such amount, if any, that has been previously applied to the Series 2009-1 Collection Account make a Decrease pursuant to Section 3.2(f) of this Series Supplement and/or allocated to 2.5 during the Series 2009-1 Collection Account pursuant to Section 3.2(e) or Section 3.3(f) of this Series Supplement, in each case, prior to such date and not previously deposited into the Series 2009-1 Distribution Account for payment to the Series 2009-1 Noteholders and the amount of the portion of the Monthly Base Rent under the HVF Lease that will be allocated to the Series 2009-1 Notes pursuant to Section 3.2(b)(ii) or 3.2(c)(ii) of this Series Supplement, as the case may beRelated Month, (wii) any amounts to be withdrawn from the Series 20092010-1 6 Reserve Account and deposited into the Series 20092010-1 6 Distribution Account, Account or (xiii) any amounts to be drawn on the Series 20092010-1 6 Demand Notes and/or on the Multi-Series Letters of Credit (and/or or withdrawn from the Series 20092010-1 6 Cash Collateral Account) and (y) the amount of any demand to be made under the Series 2009-1 Demand Note). On the Distribution Date following each Series 2009-1 Controlled Amortization Payment Date and the Expected Final Payment such Determination Date, the Trustee shall withdraw such amounts from the amount allocated to the Series 20092010-1 Collection Account allocated to pay principal of the Series 2009-1 6 Notes during the related Series 2009-1 Controlled Amortization Payment Period and deposit such amount together with the proceeds of any demand made on the Series 2009-1 Demand Note received during the period from but excluding the immediately preceding Payment Date to and including such Payment Date into the Series 2009-1 Distribution Account, which amount and any other amounts deposited in the Series 2009-1 Distribution Account for the payment of principal of such Series 2009-1 Notes Related Month pursuant to Section 3.5(b) of this Series Supplement during the related Series 2009-1 Controlled Amortization Payment Period shall be paid to the Series 2009-1 Noteholders in accordance with Section 3.5(e)(ii3.2(b)(ii), (c)(ii) or 3.5(e)(iii) of this Series Supplement(d)(ii), as the case may be. On , less the Payment Date following each portion of such Determination Date amount, if any, that has been previously applied to make a Decrease pursuant to Section 2.5 during the Series 2009-1 Rapid Amortization PeriodRelated Month, the Trustee shall withdraw such amounts allocated to pay principal of the Series 2009-1 Notes from the Series 20092010-1 6 Collection Account and deposit such amount together with the proceeds of any demand made on the Series 2009-1 Demand Note received during the period from but excluding the immediately preceding Payment Date to and including such Payment Date into the Series 2009-1 Distribution Account along with any other amounts deposited in the Series 20092010-1 6 Distribution Account for the payment of principal of such Series 2009-1 Notes pursuant Account, to Section 3.5(b) of this Series Supplement and any amounts deposited in the Series 2009-1 Distribution Account pursuant to Section 3.5(c) of this Series Supplement, in each case, during the related Series 2009-1 Rapid Amortization Payment Period, which amount shall be paid to the Series 2009-1 Noteholders until holders of the Series 20092010-1 Noteholders have been paid the Series 2009-1 Principal Amount 6 Notes in fullaccordance with Section 3.5(e).

Payment of Note Principal. (a) Monthly Payments During Series 20092010-1 2 Controlled Amortization Period or Series 20092010-1 2 Rapid Amortization Period. Commencing on the earlier to occur of (i) the Determination Date immediately preceding the first Series 20092010-1 2 Controlled Amortization Payment Date, or (ii) the first Determination Date after the commencement of the Series 20092010-1 2 Rapid Amortization Period and on each Determination Date thereafter, the Series 2010-2 Administrator shall instruct the Trustee in writing pursuant to the Series 2010-2 Administration Agreement as to (v) the amount allocated to the Series 20092010-1 2 Notes pursuant to Section 3.2(b)(ii9.1(b)(ii) or 3.2(c)(ii9.1(c)(ii) of this Series Supplement, as the case may be, and any amounts allocated from the Series 20092010-1 2 Excess Collection Account to the Series 20092010-1 2 Collection Account pursuant to Section 3.2(f9.1(f) of this Series Supplement and/or allocated to the Series 20092010-1 2 Collection Account pursuant to Section 3.2(e) or Section 3.3(f9.2(f) of this Series Supplement, in each case, prior to such date and not previously deposited into the Series 20092010-1 2 Distribution Account for payment to the Series 20092010-1 2 Noteholders and the amount of the portion of the any Series 2010-2 Monthly Base Rent under the HVF Lease that will be allocated to the Series 20092010-1 2 Notes pursuant to Section 3.2(b)(ii9.1(b)(ii) or 3.2(c)(ii9.1(c)(ii) of this Series Supplement, as the case may be, (w) any amounts to be withdrawn from the Series 20092010-1 2 Reserve Account and deposited into the Series 20092010-1 2 Distribution Account, (x) any amounts to be drawn on the Series 20092010-1 2 Letters of Credit (and/or withdrawn from the Series 20092010-1 2 Cash Collateral Account) and (y) the amount of any demand to be made under the Series 20092010-1 2 Demand Note. On each Series 20092010-1 2 Controlled Amortization Payment Date and the Expected Final Payment Date, the Trustee shall withdraw such amounts from the Series 20092010-1 2 Collection Account allocated to pay principal of the Series 20092010-1 2 Notes during the related Series 20092010-1 2 Controlled Amortization Payment Period and deposit such amount together with the proceeds of any demand made on the Series 20092010-1 2 Demand Note received during the period from but excluding the immediately preceding Payment Date to and including such Payment Date into the Series 20092010-1 2 Distribution Account, which amount and any other amounts deposited in the Series 20092010-1 2 Distribution Account for the payment of principal of such Series 20092010-1 2 Notes pursuant to Section 3.5(b9.4(b) of this Series Supplement during the related Series 20092010-1 2 Controlled Amortization Payment Period shall be paid to the Series 20092010-1 2 Noteholders in accordance with Section 3.5(e)(ii9.4(e)(ii) or 3.5(e)(iii9.4(e)(iii) of this Series Supplement, as the case may be. On the Payment Date following each such Determination Date during the Series 20092010-1 2 Rapid Amortization Period, the Trustee shall withdraw such amounts allocated to pay principal of the Series 20092010-1 2 Notes from the Series 20092010-1 2 Collection Account and deposit such amount together with the proceeds of any demand made on the Series 20092010-1 2 Demand Note received during the period from but excluding the immediately preceding Payment Date to and including such Payment Date into the Series 20092010-1 2 Distribution Account along with any other amounts deposited in the Series 20092010-1 2 Distribution Account for the payment of principal of such Series 20092010-1 2 Notes pursuant to Section 3.5(b9.4(b) of this Series Supplement and any amounts deposited in the Series 20092010-1 2 Distribution Account pursuant to Section 3.5(c9.4(c) of this Series Supplement, in each case, during the related Series 20092010-1 2 Rapid Amortization Payment Period, which amount shall be paid to the Series 20092010-1 2 Noteholders until the Series 20092010-1 2 Noteholders have been paid the Series 20092010-1 2 Principal Amount in full.

Payment of Note Principal. All payments made pursuant to this Section 4.10 will be made in accordance with the written instructions of the Master Servicer. (a) Monthly Payments During Series 2009-1 Controlled Amortization Period or Series 2009-1 Rapid Amortization Period. Commencing on the earlier to occur of (i) the Determination Date immediately preceding the first Series 2009-1 Controlled Amortization Payment Date, or (ii) the first second Determination Date after the commencement of the Series 20092011-1 Rapid Controlled Amortization Period and on each Determination Date thereafterPeriod, the Administrator Master Servicer shall instruct the Trustee in writing pursuant as to the Administration Agreement as to following: (vi) the Series 2011-1 Controlled Distribution Amount for the Series 2011-1 Amortization Principal Collection Period, (ii) the amount allocated to the Series 20092011-1 Notes during such Series 2011-1 Amortization Principal Collection Period pursuant to Section 3.2(b)(ii) or 3.2(c)(ii4.7(b)(i)(C) of this Series Supplement, as the case may beapplicable, and any amounts allocated (iii) the amount, if any, by which the amount in clause (i) above exceeds the amount in clause (ii) above (the amount of such excess the “Series 2011-1 Controlled Distribution Amount Deficiency”); and (b) Commencing on the second Payment Date after the commencement of the Series 2011-1 Controlled Amortization Period: (i) the Trustee shall, in respect of the Series 2011-1 Notes, withdraw from the Series 20092011-1 Collection Account an amount equal to the lesser of the amounts specified in clauses (i) and (ii) of Section 4.10(a) of this Supplement, and deposit such amount in the Series 2011-1 Distribution Account to be paid, first, to the Class A Noteholders from the Series 2011-1 Distribution Account the amount deposited therein on account of payment of principal, up to the applicable Class A Controlled Distribution Amount until such Class A Controlled Distribution Amount has been paid in full, and second, to the Class B Noteholders from the Series 2011-1 Distribution Account the amount deposited therein on account of payment of principal that is remaining after payment of the Class A Controlled Distribution Amount, up to the applicable Class B Controlled Distribution Amount; (ii) to the extent any Series 2011-1 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (i) of this subsection, the Trustee shall cause any Excess Amounts allocated pursuant to Section 4.7(d)(vi) to be paid first, to the Class A Noteholders on account of the applicable Class A Controlled Distribution Amount until such Class A Controlled Distribution Amount has been paid in full, and second, to the Class B Noteholders on account of the Class B Controlled Distribution Amount; (iii) to the extent any Series 2011-1 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (i) and (ii) of this subsection, the Master Servicer shall instruct the Trustee to withdraw, from funds on deposit in the Series 2011-1 Excess Collection Funding Account, an amount equal to the lesser of (x) the amount on deposit in the Series 2011-1 Excess Funding Account in excess of the Series 2011-1 Cash Liquidity Amount, if any, and the Substitute Group VIII Exchanged Vehicle Proceeds Amount, if any, on such Payment Date (after application of any amounts on deposit in the Series 2011-1 Excess Funding Account pursuant to Section 4.9 of this Supplement) and (y) the remaining amount of the Series 2011-1 Controlled Distribution Amount Deficiency and deposit such amounts in the Series 2011-1 Distribution Account to be paid, first, to the Class A Noteholders on account of the applicable Class A Controlled Distribution Amount until such Class A Controlled Distribution Amount has been paid in full, and second, to the Class B Noteholders on account of the applicable Class B Controlled Distribution Amount; and (iv) to the extent any Series 2011-1 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (i) through (iii) of this subsection, if amounts have been drawn on the Series 20092011-1 Letter of Credit and deposited into the Series 2011-1 Collection Account pursuant to Section 3.2(f) 4.14 of this Series Supplement and/or allocated to Supplement, or amounts have been claimed under the Demand Note or drawn under the Series 20092011-1 Letter of Credit in respect thereof and deposited into the Series 2011-1 Collection Account pursuant to Section 3.2(e) or Section 3.3(f) 4.15 of this Series Supplement, the Master Servicer shall instruct the Trustee to withdraw from the Series 2011-1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 2011-1 Collection Account representing such draw on the Series 2011-1 Letter of Credit or payment under the Demand Note (in each case, prior to such date and not previously deposited into the Series 2009-1 Distribution Account for payment to the Series 2009-1 Noteholders and the amount after application of the any portion of the Monthly Base Rent under the HVF Lease that will be allocated to the Series 2009-1 Notes thereof pursuant to Section 3.2(b)(ii) or 3.2(c)(ii) 4.9 of this Series Supplement, as the case may be, (w) any amounts to be withdrawn from the Series 2009-1 Reserve Account and deposited into the Series 2009-1 Distribution Account, (x) any amounts to be drawn on the Series 2009-1 Letters of Credit (and/or withdrawn from the Series 2009-1 Cash Collateral Account) and (y) the remaining amount of any demand to be made under the Series 2009-1 Demand Note. On each Series 20092011-1 Controlled Amortization Payment Distribution Amount Deficiency, and deposit such amount in the Series 2011-1 Distribution Account to be paid first, to the Class A Noteholders on account of the applicable Class A Controlled Distribution Amount until such Class A Controlled Distribution Amount has been paid in full, and second, to the Class B Noteholders on account of the Class B Controlled Distribution Amount; provided, however, that on or after the Series 2011-1 Final Maturity Date and for the Expected Final Payment DateSeries 2011-1 Notes, the Trustee shall withdraw such amounts from the Series 20092011-1 Collection Account, as provided above, an amount which is not greater than the Series 2011-1 Invested Amount as of such date. (c) On each Payment Date to occur during the Series 2011-1 Rapid Amortization Period (if any): (i) the Trustee shall withdraw from the Series 2011-1 Collection Account the amount allocated thereto pursuant to pay Section 4.7(c)(i)(B) of this Supplement and deposit such amounts in the Series 2011-1 Distribution Account to make principal payments, first, to the Class A Noteholders until the Class A Notes are paid in full and second, after the Class A Notes are paid in full, to the Class B Noteholders until the Class B Notes are paid in full; (ii) to the extent any portion of the Series 20092011-1 Invested Amount remains unpaid after application of the amounts specified in clause (i) above, the Trustee shall cause any Excess Amounts allocated pursuant to Section 4.7(d)(vii) to be paid, first, to the Class A Noteholders until the Class A Notes are paid in full and, second, after the Class A Notes are paid in full, to the Class B Noteholders until the Class B Notes are paid in full; provided that any Excess Amounts shall be applied on a pro rata basis with respect to each Group VIII Series of Notes with respect to which such a deficiency exists; (iii) to the extent any portion of the Series 2011-1 Invested Amount remains unpaid after application of the amounts specified in clauses (i) and (ii), the Master Servicer shall instruct the Trustee to withdraw, from funds on deposit in the Series 2011-1 Excess Funding Account, an amount equal to the lesser of (x) the amount on deposit in the Series 2011-1 Excess Funding Account in excess of the Series 2011-1 Cash Liquidity Amount, if any, (or, on any date on or after the Series 2011-1 Final Maturity Date, the amount on deposit in the Series 2011-1 Excess Funding Account without the foregoing limitation after application of the Series 2011-1 Cash Liquidity Amount to pay the fees of any successor Master Servicer provided for in Section 4.8(c) of this Supplement, and interest in respect of the Series 2011-1 Notes during as provided in Section 4.9(a)) and the related Substitute Group VIII Exchanged Vehicle Proceeds Amount, if any, on such Payment Date (after application of any amounts pursuant to Section 4.9 of this Supplement), and (y) the unpaid portion of the Series 20092011-1 Controlled Amortization Payment Period Invested Amount and deposit such amount together with in the proceeds Series 2011-1 Distribution Account to make principal payments, first, to the Class A Noteholders until the Class A Notes are paid in full and second, to the Class B Noteholders until the Class B Notes are paid in full; and (iv) to the extent any portion of any demand made the Series 2011-1 Invested Amount still remains unpaid after application of the amounts specified in clauses (i) through (iii) above, if amounts have been drawn on the Series 20092011-1 Letter of Credit and deposited into the Series 2011-1 Collection Account pursuant to Section 4.14 of this Supplement or amounts have been claimed under the Demand Note received during or drawn under the period Series 2011-1 Letter of Credit in respect thereof and deposited into the Series 2011-1 Collection Account pursuant to Section 4.15 of this Supplement, the Master Servicer shall instruct the Trustee to withdraw from but excluding the immediately preceding Payment Date to and including Series 2011-1 Collection Account on such Payment Date into the least of (x) the amount on deposit in the Series 20092011-1 Collection Account representing such draw on the Series 2011-1 Letter of Credit or payment under the Demand Note (in each case, after application of any portion thereof pursuant to Section 4.9 of this Supplement), (y) if during an Insolvency Period, the Permitted Principal Draw Amount on such date, and (z) the remaining portion of the Series 2011-1 Invested Amount over the amounts described in clauses (i) through (iii) above and deposit such amounts in the Series 2011-1 Distribution Account to make principal payments, first, to the Class A Noteholders until the Class A Notes are paid in full and second, after the Class A Notes are paid in full, to the Class B Noteholders until the Class B Notes are paid in full; provided, however, that on the Series 2011-1 Final Maturity Date for the Series 2011-1 Notes, the Trustee shall withdraw from the Series 2011-1 Collection Account, which as provided above, an amount up to the Series 2011-1 Invested Amount as of such date. (d) On each Payment Date occurring on or after the date a withdrawal is made pursuant to Sections 4.10(b) and any other amounts (c) of this Supplement, the Paying Agent shall, in accordance with Section 5.1 of the Base Indenture and the Master Servicer’s most recent Monthly Certificate pay to the applicable Series 2011-1 Noteholders the lesser of the Series 2011-1 Invested Amount and the amount deposited in the Series 20092011-1 Distribution Account for the payment of principal of such Series 2009-1 Notes pursuant to Section 3.5(bSections 4.10(b) and (c), as applicable, of this Series Supplement during the related Series 2009-1 Controlled Amortization Payment Period shall be paid to the Series 2009-1 Noteholders in accordance with Section 3.5(e)(ii) or 3.5(e)(iii) of this Series Supplement, as the case may be. On the Payment Date following each such Determination Date during the Series 2009-1 Rapid Amortization Period, the Trustee shall withdraw such amounts allocated to pay principal of the Series 2009-1 Notes from the Series 2009-1 Collection Account and deposit such amount together with the proceeds of any demand made on the Series 2009-1 Demand Note received during the period from but excluding the immediately preceding Payment Date to and including such Payment Date into the Series 2009-1 Distribution Account along with any other amounts deposited in the Series 2009-1 Distribution Account for the payment of principal of such Series 2009-1 Notes pursuant to Section 3.5(b) of this Series Supplement and any amounts deposited in the Series 2009-1 Distribution Account pursuant to Section 3.5(c) of this Series Supplement, in each case, during the related Series 2009-1 Rapid Amortization Payment Period, which amount shall be paid to the Series 2009-1 Noteholders until the Series 2009-1 Noteholders have been paid the Series 2009-1 Principal Amount in full.

Payment of Note Principal. (a) Monthly Payments During Series 2009-1 Controlled Amortization Period or Series 20092008-1 Rapid Amortization Period. Commencing on the earlier to occur of (i) the Determination Date immediately preceding the first Series 2009-1 Controlled Amortization Expected Final Payment Date, Date or (ii) the first Determination Date after the commencement of the Series 20092008-1 Rapid Amortization Period and on each Determination Date thereafter, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to (v) the amount allocated to the Series 20092008-1 Notes during the Related Month pursuant to Section 3.2(b)(ii) or 3.2(c)(ii) of this Series Supplement, as the case may be, and any amounts allocated from the Series 2009-1 Excess Collection Account to the Series 2009-1 Collection Account pursuant to Section 3.2(f) of this Series Supplement and/or allocated to the Series 2009-1 Collection Account pursuant to Section 3.2(e) or Section 3.3(f) of this Series Supplement, in each case, prior to such date and not previously deposited into the Series 2009-1 Distribution Account for payment to the Series 2009-1 Noteholders and the amount of the portion of the Monthly Base Rent under the HVF Lease that will be allocated to the Series 2009-1 Notes pursuant to Section 3.2(b)(ii) or 3.2(c)(ii) of this Series Supplement, as the case may be, (w) any amounts to be withdrawn from the Series 20092008-1 Reserve Account and deposited into the Series 20092008-1 Distribution Account, (x) any amounts to be drawn on the Series 20092008-1 Letters of Credit (and/or withdrawn from the Series 20092008-1 Cash Collateral Account) and (y) the amount of any proceeds received in respect of a demand to be made under the Series 20092008-1 Demand Note. On each Series 2009-1 Controlled Amortization the Payment Date and the Expected Final Payment following each such Determination Date, the Trustee shall withdraw such amounts from the amount allocated to the Series 2009-1 Collection Account allocated to pay principal of the Series 20092008-1 Notes of each Class during the related Series 2009-1 Controlled Amortization Payment Period and deposit such amount together with the proceeds of any demand made on the Series 2009-1 Demand Note received during the period from but excluding the immediately preceding Payment Date to and including such Payment Date into the Series 2009-1 Distribution Account, which amount and any other amounts deposited in the Series 2009-1 Distribution Account for the payment of principal of such Series 2009-1 Notes Related Month pursuant to Section 3.5(b) of this Series Supplement during the related Series 2009-1 Controlled Amortization Payment Period shall be paid to the Series 2009-1 Noteholders in accordance with Section 3.5(e)(ii) or 3.5(e)(iii3.2(b)(ii) of this Series Supplement, as the case may be. On the Payment Date following each such Determination Date during the Series 2009-1 Rapid Amortization Period, the Trustee shall withdraw such amounts allocated to pay principal of the Series 2009-1 Notes from the Series 20092008-1 Collection Account and deposit such amount together with the proceeds of any demand made on the Series 20092008-1 Demand Note received during the period from but and excluding the immediately preceding Payment Date to and including such Payment Date into the Series 20092008-1 Distribution Account along with any other amounts deposited in the Series 2009-1 Distribution Account for the payment of principal of such Series 2009-1 Notes pursuant to Section 3.5(b) of this Series Supplement and any amounts deposited in the Series 2009-1 Distribution Account pursuant to Section 3.5(c) of this Series Supplement, in each case, during the related Series 2009-1 Rapid Amortization Payment PeriodAccount, which amount shall be paid to the Series 20092008-1 Noteholders until the Series 2009-1 Noteholders have been paid the Series 2009-1 Principal Amount in fullNoteholders.

Payment of Note Principal. All payments made pursuant to this Section 4.10 will be made in accordance with the written instructions of the Master Servicer. (a) Monthly Payments During Series 2009-1 Controlled Amortization Period or Series 2009-1 Rapid Amortization Period. Commencing on the earlier to occur of (i) the Determination Date immediately preceding the first Series 2009-1 Controlled Amortization Payment Date, or (ii) the first second Determination Date after the commencement of the Series 20092011-1 Rapid 2 Controlled Amortization Period and on each Determination Date thereafterPeriod, the Administrator Master Servicer shall instruct the Trustee in writing pursuant as to the Administration Agreement as to following: (vi) the Series 2011-2 Controlled Distribution Amount for the Series 2011-2 Amortization Principal Collection Period, (ii) the amount allocated to the Series 20092011-1 2 Notes during such Series 2011-2 Amortization Principal Collection Period pursuant to Section 3.2(b)(ii) or 3.2(c)(ii4.7(b)(i)(C) of this Series Supplement, as the case may beapplicable, and any amounts allocated (iii) the amount, if any, by which the amount in clause (i) above exceeds the amount in clause (ii) above (the amount of such excess the “Series 2011-2 Controlled Distribution Amount Deficiency”); and (b) Commencing on the second Payment Date after the commencement of the Series 2011-2 Controlled Amortization Period: (i) the Trustee shall, in respect of the Series 2011-2 Notes, withdraw from the Series 20092011-1 Excess 2 Collection Account an amount equal to the lesser of the amounts specified in clauses (i) and (ii) of Section 4.10(a) of this Supplement, and deposit such amount in the Series 2011-2 Distribution Account to be paid, pro rata, to the Series 20092011-1 Collection 2 from the Series 2011-2 Distribution Account the amount deposited therein on account of payment of principal, up to the applicable Series 2011-2 Controlled Distribution Amount until such Series 2011-2 Controlled Distribution Amount has been paid in full; (ii) to the extent any Series 2011-2 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (i) of this subsection, the Trustee shall cause any Excess Amounts allocated pursuant to Section 4.7(d)(vi) to be paid, pro rata, to the Series 2011-2 Noteholders on account of the applicable Series 2011-2 Controlled Distribution Amount until such Series 2011-2 Controlled Distribution Amount has been paid in full; (iii) to the extent any Series 2011-2 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (i) and (ii) of this subsection, the Master Servicer shall instruct the Trustee to withdraw, from funds on deposit in the Series 2011-2 Excess Funding Account, an amount equal to the lesser of (x) the amount on deposit in the Series 2011-2 Excess Funding Account in excess of the Series 2011-2 Cash Liquidity Amount, if any, and the Substitute Group VIII Exchanged Vehicle Proceeds Amount, if any, on such Payment Date (after application of any amounts on deposit in the Series 2011-2 Excess Funding Account pursuant to Section 3.2(f) 4.9 of this Series Supplement and/or allocated to the Series 2009-1 Collection Account pursuant to Section 3.2(e) or Section 3.3(f) of this Series Supplement, in each case, prior to such date and not previously deposited into the Series 2009-1 Distribution Account for payment to the Series 2009-1 Noteholders and the amount of the portion of the Monthly Base Rent under the HVF Lease that will be allocated to the Series 2009-1 Notes pursuant to Section 3.2(b)(ii) or 3.2(c)(ii) of this Series Supplement, as the case may be, (w) any amounts to be withdrawn from the Series 2009-1 Reserve Account and deposited into the Series 2009-1 Distribution Account, (x) any amounts to be drawn on the Series 2009-1 Letters of Credit (and/or withdrawn from the Series 2009-1 Cash Collateral Account) and (y) the remaining amount of any demand the Series 2011-2 Controlled Distribution Amount Deficiency and deposit such amounts in the Series 2011-2 Distribution Account to be made paid, pro rata, to the Series 2011-2 Noteholders on account of the applicable Series 2011-2 Controlled Distribution Amount until such Series 2011-2 Controlled Distribution Amount has been paid in full; and (iv) to the extent any Series 2011-2 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (i) through (iii) of this subsection, if amounts have been drawn on the Series 2011-2 Letter of Credit and deposited into the Series 2011-2 Collection Account pursuant to Section 4.14 of this Supplement, or amounts have been claimed under the Demand Note or drawn under the Series 20092011-1 Demand Note. On each 2 Letter of Credit in respect thereof and deposited into the Series 20092011-1 Controlled Amortization 2 Collection Account pursuant to Section 4.15 of this Supplement, the Master Servicer shall instruct the Trustee to withdraw from the Series 2011-2 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 2011-2 Collection Account representing such draw on the Series 2011-2 Letter of Credit or payment under the Demand Note (in each case, after application of any portion thereof pursuant to Section 4.9 of this Supplement) and (y) the Expected remaining amount of the Series 2011-2 Controlled Distribution Amount Deficiency, and deposit such amount in the Series 2011-2 Distribution Account to be paid, pro rata, to the Series 2011-2 Noteholders on account of the applicable Series 2011-2 Controlled Distribution Amount until such Series 2011-2 Controlled Distribution Amount has been paid in full; provided, however, that on or after the Series 2011-2 Final Payment DateMaturity Date for the Series 2011-2 Notes, the Trustee shall withdraw such amounts from the Series 20092011-1 2 Collection Account, as provided above, an amount which is not greater than the Series 2011-2 Invested Amount as of such date. (c) On each Payment Date to occur during the Series 2011-2 Rapid Amortization Period (if any): (i) the Trustee shall withdraw from the Series 2011-2 Collection Account the amount allocated thereto pursuant to pay Section 4.7(c)(i)(B) of this Supplement and deposit such amounts in the Series 2011-2 Distribution Account to make principal payments, pro rata, to the Series 2011-2 Noteholders until the Series 2011-2 Notes are paid in full; (ii) to the extent any portion of the Series 20092011-1 2 Invested Amount remains unpaid after application of the amounts specified in clause (i) above, the Trustee shall cause any Excess Amounts allocated pursuant to Section 4.7(d)(vii) to be paid, pro rata, to the Series 2011-2 Noteholders until the Series 2011-2 Notes during are paid in full; provided that any Excess Amounts shall be applied on a pro rata basis with respect to each Group VIII Series of Notes with respect to which such a deficiency exists; (iii) to the related extent any portion of the Series 20092011-1 Controlled Amortization 2 Invested Amount remains unpaid after application of the amounts specified in clauses (i) and (ii), the Master Servicer shall instruct the Trustee to withdraw, from funds on deposit in the Series 2011-2 Excess Funding Account, an amount equal to the lesser of (x) the amount on deposit in the Series 2011-2 Excess Funding Account in excess of the Series 2011-2 Cash Liquidity Amount, if any, (or, on any date on or after the Series 2011-2 Final Maturity Date, the amount on deposit in the Series 2011-2 Excess Funding Account without the foregoing limitation after application of the Series 2011-2 Cash Liquidity Amount to pay the fees of any successor Master Servicer provided for in Section 4.8(c) of this Supplement, and interest in respect of the Series 2011-2 Notes as provided in Section 4.9(a)) and the Substitute Group VIII Exchanged Vehicle Proceeds Amount, if any, on such Payment Period Date (after application of any amounts pursuant to Section 4.9 of this Supplement), and (y) the unpaid portion of the Series 2011-2 Invested Amount and deposit such amount together with in the proceeds Series 2011-2 Distribution Account to make principal payments, pro rata, to the Series 2011-2 Noteholders until the Series 2011-2 Notes are paid in full; and (iv) to the extent any portion of any demand made the Series 2011-2 Invested Amount still remains unpaid after application of the amounts specified in clauses (i) through (iii) above, if amounts have been drawn on the Series 20092011-1 Demand Note received during the period from but excluding the immediately preceding Payment Date to 2 Letter of Credit and including such Payment Date deposited into the Series 20092011-1 Distribution Account, which amount and any other amounts deposited in the Series 2009-1 Distribution Account for the payment of principal of such Series 2009-1 Notes pursuant to Section 3.5(b) of this Series Supplement during the related Series 2009-1 Controlled Amortization Payment Period shall be paid to the Series 2009-1 Noteholders in accordance with Section 3.5(e)(ii) or 3.5(e)(iii) of this Series Supplement, as the case may be. On the Payment Date following each such Determination Date during the Series 2009-1 Rapid Amortization Period, the Trustee shall withdraw such amounts allocated to pay principal of the Series 2009-1 Notes from the Series 2009-1 2 Collection Account and deposit such amount together with the proceeds of any demand made on the Series 2009-1 Demand Note received during the period from but excluding the immediately preceding Payment Date to and including such Payment Date into the Series 2009-1 Distribution Account along with any other amounts deposited in the Series 2009-1 Distribution Account for the payment of principal of such Series 2009-1 Notes pursuant to Section 3.5(b) of this Series Supplement and any amounts deposited in the Series 2009-1 Distribution Account pursuant to Section 3.5(c) 4.14 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 2011-2 Letter of Credit in respect thereof and deposited into the Series 2011-2 Collection Account pursuant to Section 4.15 of this Supplement, in each case, during the related Series 2009-1 Rapid Amortization Payment Period, which amount Master Servicer shall be paid instruct the Trustee to withdraw from the Series 20092011-1 Noteholders until 2 Collection Account on such Payment Date the Series 2009-1 Noteholders have been paid the Series 2009-1 Principal Amount in full.least of