Common use of Application of Closed-End Collections on the Revolving Pool Prior to Default Clause in Contracts

Application of Closed-End Collections on the Revolving Pool Prior to Default. Except during the effective time of any Default Notice delivered pursuant to Section 8.1, (A) all Revolving Pool Excess Funds and Closed-End Warehouse Additional Amounts designated by the Servicer for allocation to the Revolving Pool from time to time withdrawn from the Lease Funding Account and deposited into the Company Account pursuant to Section 5.2(b)(v) of the Closed-End Servicing Agreement, (B) all payments received by the Borrower under any Qualifying Hedge Contract entered into in connection with the Revolving Pool and (C) any capital contributions made pursuant to Section 5.1(a) of the Closed-End Servicing Agreement and designated by ALF LLC as having been made in respect of the Revolving Pool shall be applied on each Payment Date (or, with respect to clauses “FOURTH” and “FIFTH” below, from time to time) by the Closed-End Servicer as follows: FIRST, with respect to any Qualifying Hedge Contract entered into with respect to the Revolving Pool, any net payments owing to the related Hedge Counterparty under such Qualifying Hedge Contract (excluding any payment amounts due to the related Hedge Counterparty in respect of any early termination of the such Qualifying Hedge Contract); SECOND, to each Revolving Warehouse Facility Agent, for the account of the related Revolving Facility Lenders, all accrued and unpaid interest (other than any Subordinated Interest) on all Advances made by such Revolving Facility Lenders under the related Warehouse Facility; THIRD, to each Revolving Warehouse Facility Agent, for its own account and for the account of the related Revolving Facility Lenders, all accrued and unpaid Fees that are currently due and payable under the related Receivables Financing Agreement and/or the related Fee Letter; FOURTH, on or prior to the sixth Business Day following a day on which the Aggregate Loan Amount exceeds the Borrowing Base, to the Revolving Warehouse Facility Agents, for the accounts of each and for the accounts of the related Revolving Lenders, a prepayment of the outstanding Advances made by the Revolving Lenders in an amount equal to the amount necessary to reduce the Aggregate Loan Amount such that it is equal to or less than the Borrowing Base, such amount to be allocated among the Revolving Warehouse Facilities at the Borrower’s discretion; provided, that if payment of such amount is to be made on a Payment Date, it will be allocated, pro rata, among each Revolving Warehouse Facility Agent, for its own account and for the account of the related Revolving Lenders; FIFTH, to any Revolving Warehouse Facility Agent, for its own account and for the account of the related Revolving Lenders, first, payment of the principal amount of outstanding Advances made by such Revolving Lenders when due in accordance with the related Revolving Warehouse Facilities and second, prepayment in accordance with Section 4.1(a) of the applicable Receivables Financing Agreement of all or a portion of the principal amount of outstanding Advances made by such Revolving Facility Lenders; SIXTH, to each Revolving Warehouse Facility Agent for the account of the related Revolving Lenders, the portion, if any, of the accrued and unpaid interest on all Advances made by such Revolving Lenders under the related Revolving Warehouse Facilities that constitutes Subordinated Interest; SEVENTH, with respect to any Qualifying Hedge Contract entered into with respect to the Revolving Pool, any payment amounts due to the related Hedge Counterparty in respect of any early termination of the such Qualifying Hedge Contract and any other amounts payable by the Borrower to such Hedge Counterparty under such Qualifying Hedge Contract and not previously paid; EIGHTH, to the payment when due of the Revolving Pool Share of all other amounts that are currently due and payable by the Borrower to the Warehouse Facility Secured Parties; NINTH, solely if and to the extent directed by the Closed-End Servicer, on behalf of the Borrower (but subject to the other terms of this Collateral Agency Agreement, and to the terms of any Exchange Note Supplement and each other Basic Document), to the payment when due or (if the Closed-End Servicer so elects) prepayment of any other obligations, liabilities or expenses of the Borrower (or, if applicable, the Revolving Pool Share of such obligations, liabilities or expenses) that were not paid on such date pursuant to clauses “FIRST” through “EIGHTH,” above; and TENTH, as to all remaining amounts, to be applied, as directed by the Titling Trust Administrator, acting on behalf of the Titling Trust, to any other legal and valid corporate purposes of the Borrower to the extent otherwise permitted under this Collateral Agency Agreement, the Receivables Financing Agreements and the other Basic Documents (which purposes may include, except as may be otherwise expressly prohibited under this Collateral Agency Agreement, any Receivables Financing Agreement or any other Basic Document which the Borrower is bound, the making of a distribution to the Holder or Holders of the Certificates representing the Beneficial Interest in the Closed-End Collateral Specified Interest).