Common use of Allocation of Collections Clause in Contracts

Allocation of Collections. The Servicer shall segregate and hold all Collections in trust for the benefit of the Seller, the Purchasers, the Insurer and the other Secured Parties and, within one Business Day of the receipt (or deemed receipt) of Collections of Pool Receivables by the Seller or Servicer, deposit such Collections into a Deposit Account. With respect to the allocations set forth below, (x) each Purchaser with both an Insured Investment and an Uninsured Investment shall be treated as two separate Purchasers for purposes of separately tracking such allocations and (y) if amounts are set aside for particular items in accordance with the priorities set forth below, such amounts shall be segregated in the Liquidation Account to be used solely for the purposes, and in accordance with the priority, for which such amounts were allocated (by way of example, funds set aside for Senior Discount/Fees for a Purchaser and deposited into the Liquidation Account shall not be used to pay any additional Discount payable to such Purchaser and funds set aside with respect to any Insured Investment shall not be used to pay any amounts with respect to any Uninsured Investment). With respect to such Collections, on the day deposited into the Deposit Accounts: (i) ALLOCATION OF SELLER'S SHARE OF COLLECTIONS PRIOR TO TERMINATION DATE. If such day is not a Termination Day, out of the Seller's Share of Collections, the Servicer shall FIRST, remit to the Servicer any accrued and unpaid Servicing Fees, SECOND, deposit into the Cash Reserve Account an amount up to the excess of the Cash Reserve over the amount on deposit in the Cash Reserve Account and THIRD, remit to the Seller the remainder of such Collections; PROVIDED, HOWEVER, that during the continuation of an ADESA Financial Covenant Event, all remaining Collections which would otherwise be distributed to the Seller under CLAUSE THIRD shall be transferred to the Liquidation Account and withdrawn therefrom solely to reinvest in Pool Receivables or for distribution in accordance with SECTION 1.4(c)(iii) if the Termination Date has occurred. (ii) ALLOCATIONS OF PURCHASERS' SHARE OF COLLECTIONS PRIOR TO TERMINATION DATE. If such day is not a Termination Day, out of the Purchasers' Share of such Collections in the Deposit Accounts, FIRST the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the Insurer, an amount equal to the Premium accrued through such day and not previously transferred to the Liquidation Account; SECOND, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the applicable Purchasers, an amount equal to any Senior Discount/Fees for all Purchasers accrued through such day and not previously transferred to the Liquidation Account; THIRD, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the Servicer and the Backup Servicer (ratably in proportion to the respective amounts owed to each but after giving effect to the allocation set forth in CLAUSE FIRST of SECTION 1.4(b)(i)) an amount equal to the Unaffiliated Servicing Fees and Capped Backup Servicing Fees (if any) accrued through such day and not previously transferred to the Liquidation Account; FOURTH, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the Backup Servicer, an amount equal to the Transition Expenses (if any) invoiced to the Servicer and not previously transferred to the Liquidation Account; FIFTH, if the amount on deposit in the Cash Reserve Account on such day is less than the Cash Reserve (after giving effect to the allocation set forth in CLAUSE SECOND of SECTION 1.4(b)(i)), the Servicer shall transfer to the Cash Reserve Account funds sufficient to increase the amount on deposit therein to equal the Cash Reserve; SIXTH, remaining amounts shall be applied in accordance with SECTION 1.4(g) (if such day is a Purchaser Termination Day for any Purchaser); SEVENTH, remaining amounts shall be applied in accordance with SECTION 1.4(f) (if a voluntary paydown of Investment pursuant to such SECTION 1.4(f) is being made on such day); EIGHTH, remaining amounts shall be applied in accordance with SECTION 1.4(h) (if such day is a Revolving Paydown Day); NINTH, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the applicable Purchasers, an amount equal to the sum of the Discount and Program Fees accrued through such day and not previously transferred to the Liquidation Account, in each case, to the extent not transferred pursuant to CLAUSE SECOND above; TENTH, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the applicable Persons (ratably in proportion to the respective amounts owed to each such Person) for the account of any Indemnified Party that is owed any amounts hereunder, under the Insurance Agreement or under any other Transaction Document not consisting of Discount, Investment, Program Fees or Premium (but including any Backup Servicing Fees accrued through such day and not previously transferred to the Liquidation Account pursuant to CLAUSE THIRD above), an amount equal to the sum of such amounts; ELEVENTH, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the Servicer, any accrued but unpaid Servicing Fees due to the Servicer (after giving effect to the prior allocations set forth in SECTION 1.4(b)(i) and this SECTION 1.4(b)(ii)); TWELFTH, the Servicer shall apply remaining amounts to reinvest in Pool Receivables and in the Related Security; and THIRTEENTH, the Servicer shall release all remaining amounts to the Seller (but only to the extent no Revolving Paydown Day exists or would result from such distribution), PROVIDED, HOWEVER, that during the continuation of an ADESA Financial Covenant Event, any remaining amounts shall be transferred to the Liquidation Account and withdrawn therefrom solely to reinvest in Pool Receivables or for distribution in accordance with SECTION 1.4(c)(iii) if the Termination Date has occurred; and

Allocation of Collections. The Servicer shall segregate and hold all Collections (a) For the purpose of Clause 8.2 where, for any reason, the US Master Purchaser has received in trust for the benefit cash less than 100 per cent. of the SellerFace Amount of a Securitised US Receivable, all amounts collected in respect of that Securitised US Receivable shall be applied first to the PurchasersDiscount element, secondly to the Insurer Initial Purchase Price element and finally to the other Secured Parties andDeferred Purchase Price element of that Securitised US Receivable. (b) For the purposes of Clause 8.2, within one Business Day references to moneys received by the US Master Purchaser in respect of a Securitised US Receivable shall be to the net amount of the receipt moneys actually received in respect of the relevant Securitised US Receivable. (or deemed receiptc) For the purposes of Collections of Pool Receivables Clause 8.2, references to moneys received by the Seller or Servicer, deposit such Collections into US Master Purchaser in respect of a Deposit Account. With respect Securitised US Receivable shall include those moneys deemed to the allocations set forth below, (x) each Purchaser with both an Insured Investment and an Uninsured Investment shall be treated as two separate Purchasers for purposes of separately tracking such allocations and (y) if amounts are set aside for particular items have been derived from Securitised US Receivables in accordance with Clause 2.2 of the priorities set forth belowUS Collection Account Agreement. (d) If an amount has been credited to the Loss Ledger in respect of a Defaulted Receivable and subsequently, any amount is collected in respect of such Defaulted Receivable, then all such amounts shall constitute part of the Deferred Purchase Price element of the collections in respect of the relevant purchased Securitised US Receivable and a debit entry for such an amount shall be segregated made to the applicable DPP Ledger. (e) If a person owing a payment obligation in respect of any Receivable(s) makes a general payment to an Originator and/or any other moneys due for any reason whatsoever to the Originator and makes no apportionment between them, then the Master Servicer (or the Liquidation Account Servicer, as the case may be) shall treat such payment as though the person had appropriated it first to be used solely for the purposesrelevant Securitised US Receivable(s) to the extent such person owes a payment obligation in respect of Securitised US Receivable(s), second to any other Receivable(s) and third to any other payment. Back to Contents (f) Following the termination of the appointment of the Master Servicer, the Liquidation Servicer shall make allocations in accordance with the priority, for which such amounts were allocated (by way of example, funds set aside for Senior Discount/Fees for a Purchaser and deposited into the Liquidation Account shall not be used to pay any additional Discount payable to such Purchaser and funds set aside with respect to any Insured Investment shall not be used to pay any amounts with respect to any Uninsured Investment). With respect to such Collections, on the day deposited into the Deposit Accounts: (i) ALLOCATION OF SELLER'S SHARE OF COLLECTIONS PRIOR TO TERMINATION DATE. If such day is not a Termination Day, out of the Seller's Share of Collections, the Servicer shall FIRST, remit to the Servicer any accrued and unpaid Servicing Fees, SECOND, deposit into the Cash Reserve Account an amount up to the excess of the Cash Reserve over the amount on deposit in the Cash Reserve Account and THIRD, remit to the Seller the remainder of such Collections; PROVIDED, HOWEVER, that during the continuation of an ADESA Financial Covenant Event, all remaining Collections which would otherwise be distributed to the Seller under CLAUSE THIRD shall be transferred to the Liquidation Account and withdrawn therefrom solely to reinvest in Pool Receivables or for distribution in accordance with SECTION 1.4(c)(iii) if the Termination Date has occurredthis Clause 8.3. (ii) ALLOCATIONS OF PURCHASERS' SHARE OF COLLECTIONS PRIOR TO TERMINATION DATE. If such day is not a Termination Day, out of the Purchasers' Share of such Collections in the Deposit Accounts, FIRST the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the Insurer, an amount equal to the Premium accrued through such day and not previously transferred to the Liquidation Account; SECOND, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the applicable Purchasers, an amount equal to any Senior Discount/Fees for all Purchasers accrued through such day and not previously transferred to the Liquidation Account; THIRD, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the Servicer and the Backup Servicer (ratably in proportion to the respective amounts owed to each but after giving effect to the allocation set forth in CLAUSE FIRST of SECTION 1.4(b)(i)) an amount equal to the Unaffiliated Servicing Fees and Capped Backup Servicing Fees (if any) accrued through such day and not previously transferred to the Liquidation Account; FOURTH, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the Backup Servicer, an amount equal to the Transition Expenses (if any) invoiced to the Servicer and not previously transferred to the Liquidation Account; FIFTH, if the amount on deposit in the Cash Reserve Account on such day is less than the Cash Reserve (after giving effect to the allocation set forth in CLAUSE SECOND of SECTION 1.4(b)(i)), the Servicer shall transfer to the Cash Reserve Account funds sufficient to increase the amount on deposit therein to equal the Cash Reserve; SIXTH, remaining amounts shall be applied in accordance with SECTION 1.4(g) (if such day is a Purchaser Termination Day for any Purchaser); SEVENTH, remaining amounts shall be applied in accordance with SECTION 1.4(f) (if a voluntary paydown of Investment pursuant to such SECTION 1.4(f) is being made on such day); EIGHTH, remaining amounts shall be applied in accordance with SECTION 1.4(h) (if such day is a Revolving Paydown Day); NINTH, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the applicable Purchasers, an amount equal to the sum of the Discount and Program Fees accrued through such day and not previously transferred to the Liquidation Account, in each case, to the extent not transferred pursuant to CLAUSE SECOND above; TENTH, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the applicable Persons (ratably in proportion to the respective amounts owed to each such Person) for the account of any Indemnified Party that is owed any amounts hereunder, under the Insurance Agreement or under any other Transaction Document not consisting of Discount, Investment, Program Fees or Premium (but including any Backup Servicing Fees accrued through such day and not previously transferred to the Liquidation Account pursuant to CLAUSE THIRD above), an amount equal to the sum of such amounts; ELEVENTH, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the Servicer, any accrued but unpaid Servicing Fees due to the Servicer (after giving effect to the prior allocations set forth in SECTION 1.4(b)(i) and this SECTION 1.4(b)(ii)); TWELFTH, the Servicer shall apply remaining amounts to reinvest in Pool Receivables and in the Related Security; and THIRTEENTH, the Servicer shall release all remaining amounts to the Seller (but only to the extent no Revolving Paydown Day exists or would result from such distribution), PROVIDED, HOWEVER, that during the continuation of an ADESA Financial Covenant Event, any remaining amounts shall be transferred to the Liquidation Account and withdrawn therefrom solely to reinvest in Pool Receivables or for distribution in accordance with SECTION 1.4(c)(iii) if the Termination Date has occurred; and

Allocation of Collections. The Servicer shall segregate and hold all Collections in trust for the benefit of the Seller, the Purchasers, the Insurer and the other Secured Parties and, within one Business Day of the receipt (or deemed receipt) of Collections of Pool Receivables by the Seller or Servicer, deposit such Collections into a Deposit Account. With respect to the allocations set forth below, (x) each Purchaser with both an Insured Investment and an Uninsured Investment shall be treated as two separate Purchasers for purposes of separately tracking such allocations and (y) if amounts are set aside for particular items in accordance with the priorities set forth below, such amounts shall be segregated in the Liquidation Account to be used solely for the purposes, and in accordance with the priority, for which such amounts were allocated (by way of example, funds set aside for Senior Discount/Fees for a Purchaser and deposited into the Liquidation Account shall not be used to pay any additional Discount payable to such Purchaser and funds set aside with respect to any Insured Investment shall not be used to pay any amounts with respect to any Uninsured Investment). With respect to such Collections, on the day deposited into the Deposit Accounts: (i) ALLOCATION OF SELLER'S SHARE OF COLLECTIONS PRIOR TO TERMINATION DATE. If such day is not a Termination Day, out of the Seller's Share of Collections, the Servicer shall FIRST, remit to the Servicer any accrued and unpaid Servicing Fees, SECOND, deposit into the Cash Reserve Account an amount up to the excess of the Cash Reserve over the amount on deposit in the Cash Reserve Account and THIRD, remit to the Seller the remainder of such Collections; PROVIDED, HOWEVER, that during the continuation of an ADESA Financial Covenant Event, all remaining Collections which would otherwise be distributed to the Seller under CLAUSE THIRD shall be transferred to the Liquidation Account and withdrawn therefrom solely to reinvest in Pool Receivables or for distribution in accordance with SECTION 1.4(c)(iii1.4(C)(III) if the Termination Date has occurred. (ii) ALLOCATIONS OF PURCHASERS' SHARE OF COLLECTIONS PRIOR TO TERMINATION DATE. If such day is not a Termination Day, out of the Purchasers' Share of such Collections in the Deposit Accounts, FIRST the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the Insurer, an amount equal to the Premium accrued through such day and not previously transferred to the Liquidation Account; SECOND, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the applicable Purchasers, an amount equal to any Senior Discount/Fees for all Purchasers accrued through such day and not previously transferred to the Liquidation Account; THIRD, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the Servicer and the Backup Servicer (ratably in proportion to the respective amounts owed to each but after giving effect to the allocation set forth in CLAUSE FIRST of SECTION 1.4(b)(i1.4(B)(I)) an amount equal to the Unaffiliated Servicing Fees and Capped Backup Servicing Fees (if any) accrued through such day and not previously transferred to the Liquidation Account; FOURTH, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the Backup Servicer, an amount equal to the Transition Expenses (if any) invoiced to the Servicer and not previously transferred to the Liquidation Account; FIFTH, if the amount on deposit in the Cash Reserve Account on such day is less than the Cash Reserve (after giving effect to the allocation set forth in CLAUSE SECOND of SECTION 1.4(b)(i1.4(B)(I)), the Servicer shall transfer to the Cash Reserve Account funds sufficient to increase the amount on deposit therein to equal the Cash Reserve; SIXTH, remaining amounts shall be applied in accordance with SECTION 1.4(g1.4(G) (if such day is a Purchaser Termination Day for any Purchaser); SEVENTH, remaining amounts shall be applied in accordance with SECTION 1.4(f1.4(F) (if a voluntary paydown of Investment pursuant to such SECTION 1.4(f1.4(F) is being made on such day); EIGHTH, remaining amounts shall be applied in accordance with SECTION 1.4(h1.4(H) (if such day is a Revolving Paydown Day); NINTH, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the applicable Purchasers, an amount equal to the sum of the Discount and Program Fees accrued through such day and not previously transferred to the Liquidation Account, in each case, to the extent not transferred pursuant to CLAUSE SECOND above; TENTH, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the applicable Persons (ratably in proportion to the respective amounts owed to each such Person) for the account of any Indemnified Party that is owed any amounts hereunder, under the Insurance Agreement or under any other Transaction Document not consisting of Discount, Investment, Program Fees or Premium (but including any Backup Servicing Fees accrued through such day and not previously transferred to the Liquidation Account pursuant to CLAUSE THIRD above), an amount equal to the sum of such amounts; ELEVENTH, the Servicer shall transfer to the Liquidation Account, and the Agent shall hold therein for the benefit of the Servicer, any accrued but unpaid Servicing Fees due to the Servicer (after giving effect to the prior allocations set forth in SECTION 1.4(b)(i1.4(B)(I) and this SECTION 1.4(b)(ii)); TWELFTH, the Servicer shall apply remaining amounts to reinvest in Pool Receivables and in the Related Security; and THIRTEENTH, the Servicer shall release all remaining amounts to the Seller (but only to the extent no Revolving Paydown Day exists or would result from such distribution), PROVIDED, HOWEVER, that during the continuation of an ADESA Financial Covenant Event, any remaining amounts shall be transferred to the Liquidation Account and withdrawn therefrom solely to reinvest in Pool Receivables or for distribution in accordance with SECTION 1.4(c)(iii1.4(C)(III) if the Termination Date has occurred; and