Common use of Application of Collections Clause in Contracts

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) first, to the payment of the Servicer’s reasonable out of pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s the Purchasers’ costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) ; second, to the reimbursement of the Collateral Administrative Agent’s and each the Managing Agent’s Agents’ costs of collection and enforcement of this Agreement; (iii) ; third, ratably to the Administrative Agent, to be distributed to each Managing Agent for the benefit of the L/C Issuer in its Purchase Group, if any, in payment of all amounts due and owing to such L/C Issuer from a Defaulting Committed Purchaser as required under Section 1.5(n); fourth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers in its Purchase Group, in payment of all accrued and unpaid fees under the Fee Letter (including, the Commitment Fees and all accrued Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and unpaid Yield; (iv) fourthYield then due and payable, (ratably in accordance with such amounts owed to such parties; fifth, to the extent applicable) Administrative Agent, to be distributed to each Managing Agent, for the ratable benefit of the Purchasers and L/C Issuer in its Purchase Group, in reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (without regard a) at any time there is a Defaulting Committed Purchaser, to any Termination Percentagethe Administrative Agent, to be held in the L/C Collateral Account for the benefit of the applicable L/C Issuers and the Purchasers, in an amount sufficient to Cash-Collateralize such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount and (b) to the extent required pursuant to Section 1.5(o)(iii); (v) fifth, to the Administrative Agent, to be held in the L/C Collateral Account for the benefit of the applicable L/C Issuers and the Purchasers, in an amount sufficient to Cash-Collateralize all outstanding Letters of Credit; seventh, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing FeeObligations; provided that when to the Seller or one extent such Obligations relate to the payment of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will when MPC LP or one of its Affiliates is acting as Servicer, such costs and expenses shall not be paid until after the payment in full of all other Obligations; and (vi) sixthand eighth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Administrative Agent, the Managing Agents L/C Issuers and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority. Each Managing Agent shall distribute the amounts received pursuant to clauses fourth and fifth above to the Purchasers, L/C Issuer, if any, and Terminating Purchasers, if any, in its Purchase Group ratably according to the applicable amounts owed to such Purchasers and L/C Issuer. On and after the Amortization Date, in the event that applications of Collections are made on a date other than a Settlement Date, if any Managing Agent so directs the Administrative Agent, the Administrative Agent shall set aside from Collections for distribution to such Managing Agent on the next Settlement Date, the accrued and unpaid fees under the Fee Letter and accrued and unpaid Yield which are (or will be) due and payable to the Managing Agents, the L/C Issuer and the Purchasers in the related Purchase Group on the next Settlement Date.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller RPM-Delaware or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Administrative Agent’s costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller RPM-Delaware or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, sixth, to the ratable reduction of the Aggregate Capital, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Administrative Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there All Collections received on and after the Amortization Date shall be insufficient funds on deposit for distributed by the Servicer to distribute funds in payment in full (or the Administrative Agent) on each Settlement Date and on such additional days as the Administrative Agent may elect (which election shall be made by the Administrative Agent at the direction of the aforementioned amounts pursuant to Section 2.2 any Managing Agent or 2.3 (as applicableFinancial Institution), in the following order of priority: first, to the Servicer shall distribute funds: (i) first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the applicable Person to the reimbursement of the Collateral Administrative Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) , third, ratably to each Managing Agent for the benefit of the Purchasers for the ratable payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) , fourth, (to each Managing Agent for the extent applicable) account of the applicable Purchasers, to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, to each applicable Person for the ratable payment of all other unpaid Obligations Obligations, and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.5, shall be shared ratably (within each priority) among the Collateral Administrative Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute funds: (i) funds to the applicable payee: first, to the payment of the each Servicer’s reasonable out of actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if provided no Seller or one nor any of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuinga Servicer, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s the Purchasers’ costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) Capital, fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when to the Seller or one extent such Obligations relate to the payment of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, when any Seller or any of its Affiliates is acting as a Servicer, such costs and expenses will not be paid until after clause seventh hereof, sixth, to the payment in full of LC Collateral Account any amounts required to be deposited therein pursuant to Section 1.10, seventh, to pay all other Obligations; and (vi) sixthServicer costs and expenses, including the Servicing Fee, to the extent not paid under clause first or fifth hereof, and eighth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the SellerAdministrative Seller for ratable distribution to the Sellers. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents LC Bank and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute funds: (i) funds to the applicable payee: first, to the payment of the each Servicer’s reasonable out of actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if provided no Seller or one nor any of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuinga Servicer, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s the Purchasers’ costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) Capital, fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when to the Seller or one extent such Obligations relate to the payment of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, when any Seller or any of its Affiliates is acting as a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the SellerAdministrative Seller for ratable distribution to the Sellers. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable)2.4, the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) the Tranche Documents, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued Yield due and unpaid Yield; (iv) payable, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in this Section 2.4 above2.5, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient the amount of funds on deposit for held in trust by the Servicer are not sufficient to distribute funds in payment pay in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall will distribute funds: (i) such funds in the following order of priority: first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s ’s, the Purchasers’ and each the Managing Agent’s Agents’ costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the any Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); ) until reduced to zero, fifth, to the LC Collateral Account (vi) fifththe amount necessary to reduce the LC Adjusted Exposure to zero and (ii) an amount equal to the LC Fee Expectation at such time, sixth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) sixth, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) , third, ratably to the Agent for the benefit of the Purchasers for the ratable payment of all accrued CP Costs, Yield and unpaid fees under payable pursuant to the Fee Letter and all accrued and unpaid Yield; (iv) Letter, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, continuing or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Administrative Agent’s costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fourth, ratably to the payment of all accrued and unpaid fees under the Fee Letter, CP Costs and Yield, fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such the payment of Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Administrative Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute such funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) , third, ratably for the ratable payment of all other unpaid Obligations , provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) other Obligations, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) and fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: : first, to the payment of all periodic payments, if any, due to any Program F/X Counterparty pursuant to any Hedging Arrangement on such Settlement Date other than Hedge Breakage Costs and Hedge Indemnity Costs (i) firstafter giving effect to any netting provisions of applicable Hedging Agreement); second, if the Seller or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) secondthird, to the reimbursement of the Collateral Agent’s and each the Managing Agent’s Agents’ costs of collection and enforcement of this Agreement; (iii) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when that, if the Seller or one of its Affiliates is then acting as the Servicer, to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the payment of the Hedge Breakage Costs and Hedge Indemnity Costs, if any, due and payable to any Program F/X Counterparty pursuant to any Hedging Arrangement on such Payment Date; and (vi) sixthand seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agents, the Program F/X Counterparties and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller Convergys or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Administrative Agent’s costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; Yield (iv) including yield accruing at the Default Rate), fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller Convergys or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, sixth, to the reduction of the Aggregate Invested Amount, ratably between Xxxxx Fargo and the Gotham Group in accordance with their respective Percentages (it being understood that no portion of such reduction shall be applied to the Fixed Amount until the Conduit’s Invested Amount has been reduced to $0); and (vi) sixthand seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Except as set forth in clause sixth above, Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall will distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s ’s, the Purchasers’ and each the Managing Agent’s Agents’ costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the any Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent if applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, fourth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) sixth, and fifth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: : first, to the payment of all periodic payments, if any, due to any Program F/X Counterparty pursuant to any Hedging Arrangement on such Settlement Date other than Hedge Breakage Costs and Hedge Indemnity Costs (i) firstafter giving effect to any netting provisions of applicable Hedging Agreement); second, if the Seller or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) secondthird, to the reimbursement of the Collateral Agent’s and each the Managing Agent’s Agents’ costs of collection and enforcement of this Agreement; (iii) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, on a pari passu basis, (i) (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); ) and (vii) to the payment of the Hedge Breakage Costs and Hedge Indemnity Costs, if any, due and payable to any Program F/X Counterparty pursuant to any Hedging Arrangement on such Payment Date, fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when that, if the Seller or one of its Affiliates is then acting as the Servicer, to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, such costs and expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller; provided that, to the Sellerextent the Servicer receives additional Collections and the amounts due and payable pursuant to clauses first through fifth above are paid in full, any such additional Collections may be remitted to Seller and may be used by Seller to purchase additional Receivables or make payments in respect of Subordinated Loans (as defined in any applicable Receivables Sale Agreement) in accordance with the terms of the applicable Receivables Sale Agreement. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agents, the Program F/X Counterparties and the Purchasers Purchasers, as applicable, in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer;, (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s reasonable costs of collection and enforcement of this Agreement;Agreement incurred by the Agent or any Managing Agent, (iii) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield;, (iv) fourth, (to the extent if applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage);, (v) fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; , and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in this Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 1.5.2 or 2.3 1.5.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the Servicer in payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including Receivables if the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the Administrative Agent, in reimbursement of the Collateral Agent’s and each Managing Administrative Agent’s costs of collection and enforcement of this Agreement; (iii) , third, to each of the Co-Agents, ratably to the in accordance with its Group’s respective Percentage, in payment of all accrued and unpaid fees under Discount and CP Costs when and as due (to be shared ratably amongst the Fee Letter and all accrued and unpaid Yield; (iv) Purchasers in each Group in accordance with their respective shares thereof), fourth, to each of the Co-Agents, ratably in accordance with its Group’s respective Percentage, in reduction (if applicable) of their Group’s Capital (to be shared ratably amongst the extent applicable) Purchasers in each Group in accordance with their respective shares thereof), fifth, to the ratable reduction each of the Aggregate Capital (without regard to any Termination Co-Agents, ratably in accordance with its Group’s respective Percentage); (v) fifth, for the in ratable payment of all other unpaid Obligations and owing to such Group, provided that to the extent such Obligations relate to a Group’s Percentage of the payment of Servicer costs and expenses, including the Servicing Fee; provided that expenses when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable)2.4, the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if an Affiliate of the Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Administrative Agent’s costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.5, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Administrative Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute funds: (i) funds to the applicable payee: first, to the payment of the each Servicer’s reasonable out of actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if provided no Seller or one nor any of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuinga Servicer, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s the Purchasers’ costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when to the Seller or one extent such Obligations relate to the payment of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, when any Seller or any of its Affiliates is acting as a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the SellerAdministrative Seller for ratable distribution to the Sellers. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s 's and each Managing Agent’s the Purchasers' costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute funds: (i) funds to the applicable payee: first, to the payment of the each Servicer’s reasonable out of actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if provided no Seller or one nor any of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuinga Servicer, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s the Purchasers’ costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) Capital, fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when to the Seller or one extent such Obligations relate to the payment of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, when any Seller or any of its Affiliates is acting as a Servicer, such costs and expenses will not be paid until after clause seventh hereof, sixth, to the payment in full of LC Collateral Account any amounts required to be deposited therein pursuant to Section 1.10, seventh, to pay all other Obligations; and (vi) sixthServicer costs and expenses, including the Servicing Fee, to the extent not paid under clause fifth hereof, and eighth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the SellerAdministrative Seller for ratable distribution to the Sellers. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute such funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Administrative Agent’s and or each Managing Agent’s of the Agents’ (as the case may be) costs of collection and enforcement of this Agreement; (iii) , third, ratably to the ratable payment of all unpaid CP Costs and Yield, fourth, to the ratable payment of all other unpaid Obligations , provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourthother Obligations, fifth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Administrative Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for To the extent no Event of Default or Funding Termination Event has occurred and is continuing and no Amortization Period has begun, the Collateral Agent will instruct the Controlled Account Bank (or will instruct the Servicer to distribute funds in payment in full of instruct the aforementioned amounts Controlled Account Bank pursuant to Section 2.2 or 2.3 (as applicablethe Servicing Agreement), on each Settlement Date, to transfer collected funds held by the Servicer shall distribute fundsControlled Account Bank in the Collection Account, in the following amounts and priority in accordance with the Monthly Servicing Report: (ia) firston a pari passu basis, (1) to the Custodian, the Custodian Fees and Expenses accrued and unpaid as of the last day of the preceding month, (2) to the Backup Servicer, the Backup Servicing Fees and reimbursable expenses (including, without limitation, any transition costs) of the Backup Servicer accrued and unpaid as of the last day of the preceding month, and (3) to the Controlled Account Bank, the Controlled Account Bank Fees accrued and unpaid as of the last day of the preceding month; (b) to the Servicer, any unpaid Servicing Fees; (c) to the Administrative Agent, to pay any costs or fees due to the payment Administrative Agent, the Collateral Agent or the Lead Agents; (d) to the Administrative Agent, for the ratable benefit of the Servicer’s reasonable out of pocket costs Lenders, to pay any accrued but unpaid interest, fees and expenses in connection with servicing, administering this Agreement and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicerany other Credit Document; (iie) secondprovided that no Event of Default or a Tier 1 Trigger Event shall have occurred and be continuing, to the reimbursement of Subordinated Noteholders, if any, to pay any accrued but unpaid interest on the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this AgreementSubordinated Notes, if any, if after giving effect to such payment, no Borrowing Base Deficiency will exist; (iii) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (to the extent applicablef) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifthAdministrative Agent, for the ratable payment benefit of all the Lenders, any amounts necessary to reduce the Borrowing Base Deficiency, if any, to zero; (g) to the extent not paid pursuant to clause (e) above, to the Borrower, to pay any accrued but unpaid interest on the Subordinated Notes, if any; (h) to the Subordinated Noteholders, if any, to pay principal on the Subordinated Notes in accordance with the terms thereof; (i) on a pari passu basis, (1) to the Custodian, any other amounts payable to the Custodian in its capacity as Custodian pursuant to this Agreement or the Custodial Agreement to the extent unpaid Obligations by the Borrower and Servicer costs and expensesnot covered under item (a) above, including (2) to the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Backup Servicer, such any other amounts payable to the Backup Servicer costs pursuant to this Agreement or the Backup Servicing Agreement to the extent unpaid by the Borrower and expensesnot covered under item (a) above, including and (3) to the Servicing FeeControlled Account Bank, will any other amounts payable to the Controlled Account Bank pursuant to this Agreement or the Control Agreements to the extent unpaid by the Borrower hereunder and not be paid until after the payment in full of all other Obligationscovered under item (a) above; and (vij) sixthprior to the Revolving Maturity Date, and provided that no Borrowing Base Deficiency would occur after the Aggregate Unpaids have been indefeasibly reduced giving effect to zerosuch distribution, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priorityBorrower for its own account.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, fourth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, Table of Contents including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) sixth, and fifth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute funds: (i) funds to the applicable payee: first, to the payment of the each Servicer’s reasonable out of actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if provided no Seller or one nor any of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuinga Servicer, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s the Purchasers’ costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) and the Term-out Period Advances, fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when to the Seller or one extent such Obligations relate to the payment of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, when any Seller or any of its Affiliates is acting as a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the SellerAdministrative Seller for ratable distribution to the Sellers. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) first, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (ii) second, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer;, (iiiii) secondthird, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield;, (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage);, (v) fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; , and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there (a) On each Business Day, all Collections deposited in the Collection Account shall be insufficient funds on deposit for distributed by the Servicer to distribute funds in payment in full (or, if BMO CM has taken control of the aforementioned amounts Collection Account pursuant to Section 2.2 or 2.3 section 4.3, the Collateral Agent) if required pursuant to section 3.2 and at such times and in the order of priority set forth in section 4.1(a) and this section 4.2. (as applicable)b) On each Distribution Date, the Servicer (or, if BMO CM has taken control of the Collection Account pursuant to section 4.3, the Collateral Agent) shall distribute funds: (i) from the Collection Account the following amounts in the following order of priority: first, to the payment Servicer, the accrued and unpaid Servicing Fee payable thereto for the related Collection Period to the extent such Servicing Fee has not been withheld by the Servicer (plus, if applicable, the amount of Servicing Fee payable thereto for any prior Collection Period to the extent such amount has not been distributed to, or withheld by, the Servicer’s reasonable out of pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) ); second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) thirdLender, ratably to the payment of all interest accrued and unpaid fees under on the Fee Letter and all outstanding amount of the Remaining Amount during the related Collection Period (plus, if applicable, the amount of interest on the Loans accrued and unpaid Yield; (iv) fourth, (for any prior Collection Period to the extent applicable) such amount has not been distributed to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; Lender and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied extent permitted by law, interest thereon); third, to the payment Lender, full repayment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each all principal of the priorities Remaining Amount, to the extent funds are available; fourth, to the Persons entitled thereto, on a pro rata basis (based on the amounts payable thereto), all other Obligations then payable by Borrower under this Agreement; and fifth, once the amounts set forth in Section 2.4 above, section 3 of the Settlement Agreement and Omnibus Amendment shall be shared ratably (within each priority) among the Collateral Agenthave been paid, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing balance, if any to each of them in respect of each such priorityBorrower.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there (a) All Collections shall be insufficient funds on deposit for the distributed by Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (Administrative Agent, as applicable), at such times and in the Servicer shall distribute funds:order of priority set forth in this Section 2.8. (ib) Before the Termination Date, Servicer shall, on each Settlement Date, distribute from Collections (if any) received during the Reporting Period to which such Settlement Date relates the following amounts, without duplication and in the following order of priority: first, to Servicer, for the payment of the Servicer’s reasonable out of pocket costs accrued Servicing Fee payable for the most recently ended Calculation Period, to the extent then due and expenses in connection with servicingpayable, administering and collecting the Receivables, including the Servicing Feeplus, if Seller or one applicable, the amount of its Affiliates is then acting as Servicer and no Servicer Default Servicing Fee payable for any prior Calculation Period to the extent such amount has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the been distributed to Servicer; (ii) ; second, to Administrative Agent for the reimbursement account of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) thirdLenders, ratably to for the payment of all accrued and unpaid fees interest on the Loans, to the extent due and owing under this Agreement; third, to Administrative Agent for its own account and for the Fee Letter and account the Lenders, for the payment of all accrued and unpaid Yield; (iv) fourthFees, (to the extent applicable) due and owing under any Loan Document; fourth, to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifthAdministrative Agent, for the ratable payment or reimbursement of Administrative Agent’s actual costs incurred under or in connection with this Agreement, to the extent due and owing under any Loan Document; fifth, to Administrative Agent for the account of the Lenders, for the payment of principal of the Loans, in an amount equal to the Borrowing Base Deficit, if any; sixth, to Administrative Agent for its own account and for the account of the applicable Secured Parties, for the payment of all other unpaid Obligations to the Secured Parties, to the extent then due and owing under any Loan Document; and seventh, to Borrower for its own account or otherwise in accordance with Borrower’s lawful instructions. (c) Without limiting recourse to Borrower for the Obligations under Section 2.6(a), on the Termination Date and on each day thereafter, Servicer costs shall set aside and expenseshold in trust for the Secured Parties, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, all Collections received by Servicer on such Servicer costs day. On and expenses, including the Servicing Fee, will not be paid until after the Termination Date, Servicer shall, on each Settlement Date and each other Business Day specified by Administrative Agent from time to time, remit all Collections received by Servicer (after deducting therefrom all accrued and unpaid Servicing Fee which is then due and payable) to Administrative Agent in accordance with Administrative Agent’s written instructions delivered to Servicer from time to time and, on each such date, Administrative Agent shall apply all of such Collections, together with all other Collections received by Administrative Agent, as follows: first, to Administrative Agent, for the payment or reimbursement of Administrative Agent’s actual costs incurred under or in full connection with this Agreement; second, to Administrative Agent for the account of the Lenders, for the payment of all accrued and unpaid interest on the Loans; third, to Administrative Agent for its own account and for the account the Lenders, for the payment of all accrued and unpaid Fees; fourth, to Administrative Agent for the account of the Lenders, for the payment of principal of the Loans; fifth, to Administrative Agent for its own account and for the account of the applicable Secured Parties, for the payment of all other ObligationsObligations to the Secured Parties; andand sixth, to Borrower for its own account or otherwise in accordance with Borrower’s lawful instructions. (vid) sixthEach payment of principal of the Loans shall be applied to such Loans as Borrower shall direct or, in the absence of such notice or during the existence of an Event of Default, as Administrative Agent shall determine in its sole discretion. After the Termination Date has occurred, and after the Aggregate Unpaids all Obligations have been indefeasibly reduced to zero, all Collections shall be paid to the SellerBorrower or otherwise in accordance with Borrower’s instructions. All Collections to be applied to the payment of Aggregate Unpaids shall Obligations owing to the Lenders shall, in the orders of priority provided above, be distributed allocated among the Lenders by Administrative Agent in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such prioritytheir Commitment Percentages.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section SECTION 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) first: FIRST, to the payment of any sales taxes actually collected from an Obligor in respect of sales taxes, included in Collections and deposited in the Servicer’s reasonable out of pocket costs and expenses in connection Collection Account with servicing, administering and collecting respect to the Receivables, including SECOND, to the Servicing Feepayment of Third-Party Servicer Costs, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) secondTHIRD, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) third, ratably FOURTH, to the payment of all accrued and unpaid fees Swap Counterparty, amounts payable under the Fee Letter and all accrued and unpaid Yield; (iv) fourthInterest Rate Swaps, FIFTH, (to the extent applicable) to the ratable reduction repayment of the Aggregate Capital (without regard to any Termination Percentage); (v) fifthCapital, SIXTH, for the ratable payment of all other unpaid Obligations; PROVIDED THAT to the extent such Obligations and relate to the payment of Servicer costs and expenses, expenses including the Servicing Fee; provided that Fee when the Seller Borrower or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) sixth, and SEVENTH, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the SellerBorrower. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 abovethis SECTION 2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers Lenders in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute such funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the asthe Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) , third, ratably (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage),fourth , for the ratable payment of all other unpaid Obligations , provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) other Obligations, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) and fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) ; second, to the reimbursement of the Collateral Administrative Agent’s and each the Managing Agent’s Agents’ costs of collection and enforcement of this Agreement; (iii) ; third, ratably to each Managing Agent for the benefit of the L/C Issuer in its Purchase Group, if any, in payment of all amounts due and owing to such L/C Issuer from a Defaulting Committed Purchaser as required under Section 1.5(n); fourth, to each Managing Agent, for the benefit of the Purchasers in its Purchase Group, in payment of all accrued and unpaid fees under the Fee Letter (including, the Commitment Fees and all accrued Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and unpaid Yield; (iv) fourthYield then due and payable, (ratably in accordance with such amounts owed to such parties; fifth, to each Managing Agent, for the extent applicable) to benefit of the ratable Purchasers and L/C Issuer in its Purchase Group, in reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (without regard a) at any time there is a Defaulting Committed Purchaser, to any Termination Percentagethe Administrative Agent, to be held in the L/C Collateral Account for the benefit of the applicable L/C Issuers and the Purchasers, in an amount sufficient to Cash-Collateralize such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount and (b) to the extent required pursuant to Section 1.5(o)(iii); (v) fifth, to the Administrative Agent, to be held in the L/C Collateral Account for the benefit of the applicable L/C Issuers and the Purchasers, in an amount sufficient to Cash-Collateralize all outstanding Letters of Credit; seventh, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing FeeObligations; provided that when to the Seller or one extent such Obligations relate to the payment of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will when MPC LP or one of its Affiliates is acting as Servicer, such costs and expenses shall not be paid until after the payment in full of all other Obligations; and (vi) sixthand eighth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Administrative Agent, the Managing Agents L/C Issuers and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority. Each Managing Agent shall distribute the amounts received pursuant to clauses fourth and fifth above to the Purchasers, L/C Issuer, if any, and Terminating Purchasers, if any, in its Purchase Group ratably according to the applicable amounts owed to such Purchasers and L/C Issuer. On and after the Amortization Date, in the event that applications of Collections are made on a date other than a Settlement Date, if any Managing Agent so directs the Administrative Agent, the Administrative Agent shall set aside from Collections for distribution to such Managing Agent on the next Settlement Date, the accrued and unpaid fees under the Fee Letter and accrued and unpaid Yield which are (or will be) due and payable to the Managing Agents, the L/C Issuer and the Purchasers in the related Purchase Group on the next Settlement Date.

Application of Collections. If there shall be insufficient funds on deposit On each Payment Date, the Servicer shall, out of Collections set aside for the Servicer to distribute funds in payment in full benefit of the aforementioned amounts Purchasers during the most recently ended Settlement Period, pursuant to Section 2.2 3.03 or 2.3 (as applicable)3.04, pay the Servicer shall distribute funds: (i) following amounts to the following Persons in the following order of priority: first, to the payment of the Servicer’s reasonable out of pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller AGCO or one of its Affiliates is not then acting as the Servicer; (ii) , pay to the Servicer the accrued and unpaid Servicer Fee; second, pay to the reimbursement of Purchasers, ratably in accordance with the Collateral Agent’s amounts owing to each, the accrued and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) unpaid Yield for their respective Ownership Interests, third, ratably pay to the payment of all Purchasers and the Administrators, ratably in accordance with the amounts owing to each, the accrued and unpaid fees then due and payable under the Fee Letter and all accrued and unpaid Yield; (iv) Letters, fourth, if the Termination Date has occurred or no Reinvestment Purchases or Deferred Reinvestment Purchases are to occur (and, if any such Reinvestment Purchases or Deferred Reinvestment Purchases are to occur, following such Purchases), pay to the extent applicable) Purchasers, ratably in accordance with the Investment held by each, an amount equal to the ratable reduction lesser of (i) the aggregate Investment then outstanding with respect to all Ownership Interests and (ii) the product of (x) the total Collections received in respect of the Aggregate Capital Dealer Receivables since the immediately preceding Payment Date, net of the portion of such Collections distributed pursuant to clauses first through third above and (without regard to any Termination Percentage); (vy) the aggregate percentage interest represented by the Ownership Interests, fifth, for pay to the ratable payment Agent, the Purchasers and the Administrators, ratably in accordance with the amounts owing to each, the amount of all other unpaid Unpaid Obligations and (other than the Servicer costs and expensesFee) then outstanding, including the Servicing Fee; provided that when the Seller sixth, if AGCO or one of its Affiliates is then acting as the Servicer, such pay to the Servicer costs the accrued and expenses, including the Servicing unpaid Servicer Fee, will not be paid until after the payment in full of all other Obligations; and (vi) sixthand seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, allocate to the SellerSeller any remaining amounts. Collections applied to the payment of Aggregate Unpaids Unpaid Obligations shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in this Section 2.4 above3.05, shall be shared ratably (within each priority) among the Collateral AgentAgent or the Administrators, as the Managing Agents case may be, and the Purchasers in accordance with the amount of such Aggregate Unpaids Unpaid Obligations owing to each of them in respect of each such priority. Any Collections allocated to the Seller under this Article III prior to the Termination Date shall be applied by the Servicer, on behalf of the Seller, as follows: first, pay to the Originator the purchase price for the Dealer Receivables to be purchased on such day by the Seller from the Originator in accordance with the terms of the Originator Sale Agreement; second, pay to the Originator an amount equal to all indebtedness of the Seller then outstanding under the Subordinated Note in accordance with the terms of the Originator Sale Agreement; and third, in such other manner as the Seller may direct.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) first: FIRST, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, SECOND, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) third, THIRD, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) fourth, FOURTH, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, FIFTH, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when to the Seller or one extent such Obligations relate to the payment of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is 4 9 acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations; and (vi) sixth, and SIXTH, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall On (i) each day after the Amortization Date and (ii) any day that both (x) the conditions to any Reinvestment set forth in Section 6.2 hereof cannot be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 satisfied and (y) either (I) Capital remains outstanding or 2.3 (as applicable)II) unpaid Obligations remain outstanding, all Collections received by the Servicer shall distribute funds: be set aside and held in trust for the Agent, the Managing Agents and the Purchasers (iit being understood that at any time prior to the Amortization Date, the Seller and the Servicer shall have no obligation to set aside and hold in trust Collections in an amount greater than the Aggregate Capital at such time and all accrued and unpaid Obligations) and shall be distributed on each Settlement Date as follows: first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables and the Servicing Fee, including if Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement, third, ratably (based on the amounts outstanding at such time) to the payment of all accrued and unpaid fees under the Fee Letter, CP Costs and Yield (regardless of whether or not such fees, CP Costs and Yield are then due and payable), fourth, ratably to the Purchasers (based on their respective Capital Pro Rata Shares) to the reduction of the Aggregate Capital (without regard to any Termination Percentage), fifth, for the ratable payment (based on the amounts outstanding at such time) of all other unpaid Obligations, sixth, to the payment of the Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables and the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) sixthseventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the repayment of any amounts outstanding under any “Subordinated Note” issued in favor of any Originator in connection with any Receivables Sale Agreement; and eighth, thereafter, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority. If, at any time prior to the Amortization Date, (x) the conditions to any Reinvestment set forth in Section 6.2 hereof cannot be satisfied as of any date, (y) any amounts are set aside and held in trust pursuant to this Section 2.4 and (z) such conditions are subsequently satisfied before a Settlement Date occurs, the amounts previously set aside and held in trust may be used to acquire additional Receivables pursuant to any Receivables Sale Agreement and otherwise applied in a manner not in contravention of any Transaction Document.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 3.2 or 2.3 3.3 (as applicable), after taking into account all payments received in respect of the Servicer Demand Advances pursuant to such Sections, funds shall distribute funds: be distributed as follows: first, to the reimbursement of the Administrative Agent’s and the Co-Agents’ reasonable costs of collection and enforcement of this Agreement, second, if the Seller (ior one of its Affiliates) firstis not then acting as the Servicer, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) third, ratably to the in payment of all accrued and unpaid fees under the Fee Letter CP Costs and all accrued and unpaid Yield; (iv) Discount, fourth, (to the extent if applicable) to the ratable in reduction of Capital of the Aggregate Capital (without regard to any Termination Percentage); (v) Receivable Interests, and fifth, for the ratable in payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, . Collections allocated to the SellerCapital of Receivable Interests shall be shared ratably by the Groups in accordance with their respective Percentages and within each Group, ratably by the Purchasers in accordance with the amount of Capital owing to each of them. Collections allocated to the Capital or Discount of Receivable Interests of the Liquidity Banks shall be shared ratably by the Groups in accordance with their respective amounts thereof, and within each Group, ratably by the Liquidity Banks in such Group in accordance with their Pro Rata Shares. Collections applied to the payment of Aggregate Unpaids all other Obligations shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared allocated ratably (within each priority) among the Collateral Administrative Agent, the Managing Co-Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids Obligations owing to each of them them. If at any time the Seller receives any Collections or is deemed to receive any Collections (except for Collections received as a Reinvestment pursuant to Section 3.2 hereof), the Seller shall immediately pay such Collections or deemed Collections to the Servicer and, at all times prior to such payment, such Collections shall be held in respect trust by the Seller for the exclusive benefit of each such prioritythe Purchasers, the Administrative Agent and the Co-Agents. Notwithstanding the limitations contained in the previous sentence, following the date on which the Obligations have been indefeasibly reduced to zero, the Servicer shall pay to the Seller any remaining Collections set aside and held by the Servicer pursuant to Section 3.3.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable)3.4, the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if an Affiliate of the Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Deal Agent’s 's and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid Yield, fourth, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourthLetter, fifth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, sixth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) sixth, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above3.5, shall be shared ratably (within each priority) among the Collateral Deal Agent, the Managing Agents and the Purchasers Investors in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s 's costs and each Managing Agent’s costs expenses (including reasonable fees of legal counsel) of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there (1) On each Business Day, all Collections deposited in the Collection Account shall be insufficient funds on deposit for distributed by the Servicer to distribute funds in payment in full (or, if BMO CM has taken control of the aforementioned amounts Collection Account pursuant to Section 2.2 or 2.3 4.3, the Collateral Agent) if required pursuant to Section 3.2 and at such times and in the order of priority set forth in Section 4.1(a) and this Section 4.2. (as applicable)2) On each Distribution Date, the Servicer (or, if BMO CM has taken control of the Collection Account pursuant to Section 4.3, the Collateral Agent) shall distribute funds: (i) from the Collection Account the following amounts in the following order of priority: first, to the payment Servicer, the accrued and unpaid Servicing Fee payable thereto for the related Collection Period to the extent such Servicing Fee has not been withheld by the Servicer (plus, if applicable, the amount of Servicing Fee payable thereto for any prior Collection Period to the extent such amount has not been distributed to, or withheld by, the Servicer’s reasonable out of pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) ); second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) thirdLender, ratably to the payment of all interest accrued and unpaid fees under on the Fee Letter Loans during the related Collection Period (plus, if applicable, the amount of interest on the Loans accrued for any prior Collection Period to the extent such amount has not been distributed to Lender and, to the extent permitted by law, interest thereon); third, to the Lender, all Program Fees and all Commitment Fees accrued and unpaid Yield; during such Collection Period (iv) fourthplus, (if applicable, the amount of Program Fees and Commitment Fees accrued for any prior Collection Period to the extent applicable) such amount has not been distributed to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; Lender and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisionsextent permitted by law, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.interest thereon);

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s the Purchaser’sManaging Agents’ costs and expenses (including reasonable fees of legal counsel) of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) , ratably in accordance with the respective amounts thereof owing to each Purchaser Group, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in this Section 2.4 2.4, and except as provided in fourth above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each the Managing Agent’s Agents’ costs and expenses (including reasonable fees of legal counsel) of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter LetterLetters, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer to the extent such costs and no Servicer Default has occurred and is continuingexpenses are documented in reasonable detail, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesAggregate Capital to the extent required by any Section of this Agreement, including fifth, unless the Servicing Fee; provided that when Amortization Date has occurred or a Reduction Notice has been delivered, to the Seller or one making of its Affiliates is acting as a Reinvestment, sixth, to the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full ratable reduction of all other Obligations; and (vi) sixth, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit After the exercise of remedies provided for in this Agreement or the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 other Loan Documents (or 2.3 (as applicable), the Servicer shall distribute funds: (i) first, to the payment of the Servicer’s reasonable out of pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full Loans have automatically become immediately due and payable and the Obligations with respect to outstanding Letters of all other Obligations; and (vi) sixth, after the Aggregate Unpaids Credit have automatically been indefeasibly reduced required to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities cash collateralized as set forth in Section 2.4 above2.23(g)), any amounts received on account of the Obligations shall be shared ratably applied by the Administrative Agent in the following order (within each priority) among but with amounts received from the Collateral Agent, Subsidiary Borrower to be applied in such order only to those Obligations that are owing from the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them Subsidiary Borrower in respect of each the Bay Gas Credit Facility as provided herein; all other amounts received on account of the Obligations shall be applied (i) in such priorityorder to the Obligations of all Loan Parties (including the Subsidiary Borrower), and (ii) within the categories designated as “Second”, “Third” and “Fourth” below, pro rata between the ESI Credit Facility and Bay Gas Credit Facility based on the respective amounts of the Aggregate ESI Credit Exposure and the Aggregate Bay Gas Credit Exposure then outstanding): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities, and other amounts (other than principal and interest) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (applied first to Swingline Loans and then to Revolving Loans) and fees payable in respect of the outstanding Letters of Credit, ratably among the Lenders in proportion to their respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans (applied first to Swingline Loans and then to Revolving Loans), reimbursement obligations with respect to LC Disbursements and for cash collateralization of outstanding Letters of Credit, and Hedging Obligations and Treasury Management Obligations, ratably among the Lenders (and, in the case of Hedging Obligations and Treasury Management Obligations, such Lenders’ Affiliates to which such Obligations are owing) in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any remaining Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or to any other Persons lawfully entitled thereto, or as otherwise required by applicable law. Amounts used for cash collateralization of the aggregate undrawn amount of any Letters of Credit pursuant to clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amounts remain on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute funds: (i) funds to the applicable payee: first, to the payment of the each Servicer’s 's reasonable out of actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if provided no Seller or one nor any of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuinga Servicer, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s 's and each Managing Agent’s the Purchasers' costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT including the Servicing Fee; provided that , when the any Seller or one any of its Affiliates is acting as the a Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the SellerAdministrative Seller for ratable distribution to the Sellers. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient the amount of funds on deposit for held in trust by the Servicer are not sufficient to distribute funds in payment pay in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall will distribute funds: (i) such funds in the following order of priority: first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller Sellers or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its their Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s ’s, the Purchasers’ and each the Managing Agent’s Agents’ costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the any Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); ) until reduced to zero, fifth, to the LC Collateral Account (vi) fifththe amount necessary to reduce the LC Adjusted Exposure to zero and (ii) an amount equal to the LC Fee Expectation at such time, sixth, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when to the Seller or one extent such Obligations relate to the payment of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, when Sellers or one of their Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations; and (vi) sixth, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the SellerSellers. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be -------------------------- insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 2.06 or 2.3 2.07 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of- ----- pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including Receivables if the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) ; second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s Agents' costs of ------ collection and enforcement of this Agreement; (iii) , pro rata based upon the respective amounts of such costs of collection and enforcement; third, ratably to the payment of all accrued and unpaid fees Fees ----- under the Fee Letter and all accrued and unpaid Yield; (iv) ; fourth, (to the extent if applicable) to the ratable in reduction of Capital of the Aggregate Capital (without regard to any Termination Percentage); (v) ------ Receivable Interests; fifth, for the ratable payment of all other unpaid ----- Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that expenses when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will expenses shall not be paid until after the payment in full of all other Obligations; and (vi) and sixth, after the Aggregate Unpaids have been indefeasibly ----- reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in this Section 2.4 above2.08, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for To the Servicer to distribute funds in payment in full extent no Event of the aforementioned amounts pursuant to Section 2.2 Default or 2.3 (as applicable), the Servicer shall distribute funds: (i) first, to the payment of the Servicer’s reasonable out of pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default Funding Termination Event has occurred and is continuing, the Collateral Agent will instruct the Controlled Account Bank (or if Seller or one will instruct the Servicer to instruct the Controlled Account Bank pursuant to the Servicing Agreement), on each Settlement Date, to transfer collected funds held by the Controlled Account Bank in the Collection Account, in the following amounts and priority in accordance with the Monthly Servicing Report: (a) on a pari passu basis, (1) to the Custodian, the Custodian Fees and Expenses accrued and unpaid as of its Affiliates is not then acting the last day of the preceding month, (2) to the Backup Servicer, the Backup Servicing Fees and reimbursable expenses (including, without limitation, any transition costs) of the Backup Servicer accrued and unpaid as of the Servicerlast day of the preceding month, and (3) to the Controlled Account Bank, the Controlled Account Bank Fees accrued and unpaid as of the last day of the preceding month; (iib) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this AgreementServicer, any unpaid Servicing Fees; (iiic) third, ratably to the payment of all accrued and unpaid Administrative Agent, to pay any costs or fees under due to the Fee Letter and all accrued and unpaid YieldAdministrative Agent, the Collateral Agent or the Lead Agents; (iv) fourth, (to the extent applicabled) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifthAdministrative Agent, for the ratable payment benefit of all the Lenders, to pay any accrued but unpaid interest, fees and expenses in connection with this Agreement and any other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; Credit Document; (e) provided that when no Event of Default or a Tier 1 Trigger Event shall have occurred and be continuing, to the Seller Subordinated Noteholders, if any, to pay any accrued but unpaid interest on the Subordinated Notes, if any, if after giving effect to such payment, no Borrowing Base Deficiency will exist; (f) to the Administrative Agent, for the ratable benefit of the Lenders, any amounts necessary to reduce the Borrowing Base Deficiency, if any, to zero; (g) to the extent not paid pursuant to clause (e) above, to the Borrower, to pay any accrued but unpaid interest on the Subordinated Notes, if any; (h) to the Subordinated Noteholders, if any, to pay principal on the Subordinated Notes in accordance with the terms thereof; (i) on a pari passu basis, (1) to the Custodian, any other amounts payable to the Custodian in its capacity as Custodian pursuant to this Agreement or one of its Affiliates is acting as the Custodial Agreement to the extent unpaid by the Borrower and not covered under item (a) above, (2) to the Backup Servicer, such any other amounts payable to the Backup Servicer costs pursuant to this Agreement or the Backup Servicing Agreement to the extent unpaid by the Borrower and expensesnot covered under item (a) above, including and (3) to the Servicing FeeControlled Account Bank, will any other amounts payable to the Controlled Account Bank pursuant to this Agreement or the Control Agreements to the extent unpaid by the Borrower hereunder and not be paid until after the payment in full of all other Obligationscovered under item (a) above; and (vij) sixthprior to the Maturity Date, and provided that no Borrowing Base Deficiency would occur after the Aggregate Unpaids have been indefeasibly reduced giving effect to zerosuch distribution, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priorityBorrower for its own account.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's reasonable costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs payable under Article III and all accrued and unpaid Yield; (iv) Yield payable under Article IV, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in this Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each the Managing Agent’s Agents’ costs and expenses (including reasonable fees of legal counsel) of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient ---------------------------- funds on deposit for the Master Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Master Servicer shall distribute funds: (i) first: FIRST, to the payment of the Master Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Master Servicer; (ii) second, SECOND, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) third, THIRD, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) fourth, FOURTH, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, FIFTH, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Master Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Master Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) sixth, and SIXTH, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute funds: (i) funds to the applicable payee: first, to the payment of the each Servicer’s reasonable out of actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if provided no Seller or one nor any of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuinga Servicer, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s the Purchasers’ costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) Capital, fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when to the Seller or one extent such Obligations relate to the payment of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, when any Seller or any of its Affiliates is acting as a Servicer, such costs and expenses will not be paid until after clause seventh hereof, sixth, to the payment in full of LC Collateral Account any amounts required to be deposited therein pursuant to Section 2.10, seventh, to pay all other Obligations; and (vi) sixthServicer costs and expenses, including the Servicing Fee, to the extent not paid under clause fifth hereof, and eighth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the SellerAdministrative Seller for ratable distribution to the Sellers. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) ), to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) sixth, and fifth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be -------------------------- insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as ----------- --- applicable), the Servicer shall distribute funds: (i) : first, ratably to the payment of all accrued and unpaid fees under the ----- Fee Letter and Yield; second, to the payment of the Servicer’s 's reasonable out of out-of-pocket ------ costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or Receivables if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, third, to the reimbursement of the Collateral Agent’s 's and each ----- Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (to the extent if applicable) to the ratable in reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) ------ fifth, for the ratable payment of all other unpaid Obligations, ----- provided that to the extent such Obligations and relate to the payment of -------- Servicer costs and expenses, including the Servicing Fee; provided that expenses when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to ----- zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ----------- ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there (i) Prior to the Amortization Date, on each Settlement Date and (ii) on and after the Amortization Date, on each Settlement Date and on such other additional dates as the Agent may request (which may be each Business Day), the Master Servicer shall be insufficient distribute the funds on deposit for the Servicer to distribute funds set aside or held in payment in full of the aforementioned amounts trust pursuant to Section 2.2 or 2.3 (as applicable), ) in the Servicer shall distribute fundsfollowing order of priority: (ia) first, to the payment of the Master Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Master Servicer; (iib) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iiic) third, ratably to each Funding Agent, for the benefit of the Purchasers in the related Purchaser Group, to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued Yield then due and unpaid Yieldpayable; (ivd) fourth, (to the extent applicable) to each Funding Agent, for the ratable benefit of the Purchasers in the related Purchaser Group, to be applied to the reduction of the Aggregate Capital (without regard then due and payable, and for the benefit of Non-Renewing Committed Purchasers in its Purchaser Group, to any Termination Percentage)be applied to the reduction of Term-out Period Advances then due and payable, ratably in accordance with the respective Percentages; (ve) fifth, for the ratable payment of all other unpaid Obligations; provided, that to the extent such Obligations and Servicer relate to the payment of the Master Servicer’s costs and expenses, in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is then acting as the Master Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vif) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of the Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Funding Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such prioritypriority unless otherwise specified. Each Funding Agent shall distribute amounts received pursuant to this Section 2.4 to the Purchasers and Non-Renewing Committed Purchasers, if any, in its Purchaser Group ratably according to the applicable amounts owed to such Persons.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section SECTION 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) first: FIRST, if the Seller or one of its Affiliates is not then acting as the Servicer, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) secondSECOND, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's reasonable costs of collection and enforcement of this Agreement; (iii) third, THIRD, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters and all accrued and unpaid Yield; (iv) fourth, FOURTH, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, FIFTH, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) sixth, and SIXTH, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities priorities, set forth in Section SECTION 2.4 above, shall be shared ratably (within each priority) among the Managing Agents (or, following the Control Date, the Collateral Agent, the Managing Agents ) and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued CP Costs, Yield and unpaid fees under payable pursuant to the Fee Letter and all accrued and unpaid Yield; (iv) Letter, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, fourth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) sixth, and fifth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall On each day after the Amortization Date and on any day that the conditions to any Reinvestment set forth in Section 6.2 hereof cannot be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable)satisfied, all Collections received by the Servicer shall distribute funds: (i) be set aside and held in trust for the Agent, the Managing Agents and the Purchasers and shall be distributed on each Settlement Date as follows: first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables and the Servicing Fee, including if Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement, third, ratably (based on the amounts outstanding at such time) to the payment of all accrued and unpaid fees under the Fee Letter, CP Costs and Yield (regardless of whether or not such fees, CP Costs and Yield are then due and payable), fourth, ratably to the Purchasers (based on their respective Capital Pro Rata Shares) to the reduction of the Aggregate Capital (without regard to any Termination Percentage), fifth, for the ratable payment (based on the amounts outstanding at such time) of all other unpaid Obligations, sixth, to the payment of the Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables and the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) sixthseventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the repayment of any amounts outstanding under any “Subordinated Note” issued in favor of any Originator in connection with any Receivables Sale Agreement; and eighth, thereafter, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority. If, at any time prior to the Amortization Date, (x) the conditions to any Reinvestment set forth in Section 6.2 hereof cannot be satisfied as of any date, (y) any amounts are set aside and held in trust pursuant to this Section 2.4 and (y) such conditions are subsequently satisfied before a Settlement Date occurs, the amounts previously set aside and held in trust may be used to acquire additional Receivables pursuant to any Receivables Purchase Agreement.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) first: FIRST, to the payment of the Servicer’s reasonable out of 's reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller RPM or one of its Affiliates is not then acting as the Servicer; (ii) second, SECOND, to the reimbursement of the Collateral Administrative Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) third, THIRD, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifthFOURTH, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller RPM or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) sixth, FIFTH, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, SIXTH, to the ratable reduction of the Aggregate Capital, and SEVENTH, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller SMC or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) , third, ratably to the Agent for the benefit of the Purchasers for payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller SMC or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute funds: (i) : first, to the payment of the each Servicer’s 's reasonable out of actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the a Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s 's and each Managing Agent’s the Purchasers' costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when to the Seller or one extent such Obligations relate to the payment of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller Convergys or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Administrative Agent’s costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; Letter, CP Costs, Yield (iv) including yield accruing at the Default Rate), fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller Convergys or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, sixth, to the ratable reduction of the Aggregate Invested Amount, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: : first, (i) firstif AIL or one of its Affiliates is then the Servicer and no Amortization Event or Potential Amortization Event shall have occurred and then be continuing, to the payment of the accrued and unpaid Servicing Fee, and (ii) if neither AIL nor any of its Affiliates is then the Servicer, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing AgentPurchaser’s costs of collection and enforcement of this Agreement; (iii) , third, ratably to the ratable payment of all accrued and unpaid (i) fees under the Fee Letter fee letter between Seller and all accrued Purchaser and unpaid Yield; (ivii) amounts payable under Article VIII, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that expenses when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and , fifth, (viif applicable) in reduction of Capital of the Purchaser Interests, sixth, to the payment of any accrued and unpaid Servicing Fee (unless such fee shall have been paid in accordance with first above), and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller RPM-Delaware or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Administrative Agent’s costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller RPM-Delaware or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, sixth, to the ratable reduction of the Aggregate Capital, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fourth, ratably to the payment of all accrued and unpaid fees under the Fee Letter, CP Costs and Yield, fifth, ratably to the payment of all outstanding Capital and Reimbursement Obligations, sixth, to Cash-Collateralize Letter of Credit Obligations in respect of the undrawn portion of Letters of Credit then outstanding; seventh, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) sixth, and eighth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents L/C Issuer and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be -------------------------- insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as ----------- --- applicable), the Servicer shall distribute funds: : first, (i) firstif AIL or one of its Affiliates is then the Servicer and ----- no Amortization Event or Potential Amortization Event shall have occurred and then be continuing, to the payment of the accrued and unpaid Servicing Fee, and (ii) if neither AIL nor any of its Affiliates is then the Servicer, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and ------ enforcement of this Agreement; (iii) , third, ratably to the ratable payment of all accrued and unpaid (i) fees under ----- the Fee Letter Letter, (ii) CP Costs, (iii) Yield and all accrued and unpaid Yield; (iv) amounts payable under Article X, --------- fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations, ------ provided that to the extent such Obligations and relate to the payment of -------- Servicer costs and expenses, including the Servicing Fee; provided that expenses when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and , fifth, (viif applicable) in reduction of Capital of the Purchaser ----- Interests, sixth, to the payment of any accrued and unpaid Servicing Fee (unless ----- such fee shall have been paid in accordance with first above), and ----- seventh, after the Aggregate Unpaids have been indefeasibly reduced ------- to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ----------- ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute such funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Administrative Agent’s and or each Managing Agent’s of the Agents’ (as the case may be) costs of collection and enforcement of this Agreement; (iii) , third, ratably to the ratable payment of all unpaid CP Costs and Yield, fourth, to the ratable payment of all other unpaid Obligations , provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourthother Obligations, fifth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Administrative Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority. (d) Section 12.1 of the Purchase Agreement is hereby amended by inserting the phrase “ “Three Pillars” ” following the phrase “as if the terms “Gotham,” “Victory,” ” where such phrase appears in such section. (e) Article XIV of the Purchase Agreement is hereby amended by inserting the following new Section 14.18 at the end of such Article:

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable)2.4, the Servicer shall distribute funds: (i) first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if an Affiliate of the Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer;, (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement;, (iii) third, ratably to the payment of all accrued and unpaid CP Costs, Yield and fees under the Fee Letter and all accrued and unpaid Yield;Letter, (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage);, (v) fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; , and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.5, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be -------------------------- insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as ----------- --- applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs ----- and expenses expenses, including any servicing fee, in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or Receivables if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s 's and each ------ Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the ----- Fee Letter and all accrued and unpaid Yield; (iv) ; fourth, (to the extent if applicable) to the ratable reduction of the Aggregate ------ Capital (without regard to any Termination Percentage); (v) ; fifth, for the ratable payment of all other unpaid Obligations, ----- provided that to the extent such Obligations and relate to the payment of -------- Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to ----- zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ----------- ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s Agents’ and each Managing Agent’s Purchasers’ costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Recourse Obligations, provided that to the extent such Recourse Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Recourse Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall (i) Prior to the Amortization Date, on each Settlement Date, and (ii) on and after the Amortization Date, on each Settlement Date and on such additional dates as the Agent may request (which may be insufficient funds on deposit for each Business Day), the Servicer to shall distribute the funds set aside or held in payment in full of the aforementioned amounts trust pursuant to Section 2.2 or 2.3 (as applicable), in the Servicer shall distribute fundsfollowing priority: (i) first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller Originator or one of its Affiliates is not then acting as the Servicer;, (ii) second, to the reimbursement of the Collateral Agent’s and , to be distributed to each Managing Agent’s costs , for the benefit of collection and enforcement of this Agreement; (iii) third, ratably to the payment of Purchasers in its Purchase Group all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield, ratably in accordance with such amounts owed to such parties; (iviii) fourththird, (to the extent applicable) to the ratable Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers in its Purchase Group to be applied to the reduction of the Aggregate Capital Capital, ratably in accordance with each Purchase Group Share, (without regard iv) fourth, to any Termination Percentage);the reimbursement of the Agent’s and the Managing Agents’ costs of collection and enforcement of the Facility documents ratably in accordance with the costs owed to such parties, (v) fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller Originator or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; , and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in this Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers parties described in such priority of application in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such prioritypriority unless otherwise specified. Each Managing Agent shall distribute the amounts received pursuant to clauses (iii) and (iv) above to the Purchasers in its Purchase Group ratably according to the applicable amounts owed to such Purchasers. On and after the Amortization Date, in the event that applications of Collections are made on a date other than a Settlement Date, if any Managing Agent so directs the Agent, the Agent shall set aside from Collections for distribution to such Managing Agent on the next Settlement Date, the accrued and unpaid fees under the Fee Letter and accrued and unpaid Yield which are (or will be) due and payable to the Managing Agents and Purchasers in the related Purchase Group on the next Settlement Date.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant Subject to Section 2.2 or 2.3 (as applicable2.07(c)(iii), the Servicer shall distribute funds: (i) firston each Settlement Date, to the payment so long as no Event of the Servicer’s reasonable out of pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one all amounts on deposit in the Collection Account as of its Affiliates is not the Calculation Date immediately preceding such Settlement Date and amounts are to be applied from the then acting as current balance of the Servicer; (ii) secondLiquidity Reserve Account in accordance with the terms hereof shall be applied by the Depositary in the following order of priority: first, to the reimbursement payment of any fees or indemnities payable or expenses or Taxes (other than as set forth in clause fourth below) (including the Manager’s Fee payable on such Settlement Date, including, without limitation, amount distributed to Lessees in respect of Railroad Mileage Credits together with the aggregate amount of any Manager’s Fees which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document; second, if a Manager Event of Default has occurred and is continuing, to reimburse the Collateral Agent and the Agent for any fees and expenses incurred by the Collateral Agent or the Agent, as the case may be (including, without limitation, reasonable attorney’s fees and each Managing Agent’s costs expenses and the fees and expenses of collection any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default and enforcement the exercise by the Agent and/or the Collateral Agent of this Agreement; (iii) any right or remedy hereunder and not previously reimbursed or paid by the Lenders; third, ratably (x) to the payment of accrued and unpaid interest on the Loans, (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable and (z) to the payment of Liquidity Fees then due and payable; fourth, to the payment of all accrued indemnities in respect of Taxes, Other Taxes, stamp Taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and unpaid fees under expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Fee Letter and all accrued and unpaid Yield; (iv) fourthLoans, (payable to any Protected Party in accordance with the Loan Documents; fifth, deposit to the extent applicableLiquidity Reserve Account the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the balance of the Liquidity Reserve Account, in each case as determined on the immediately preceding Calculation Date; sixth, deposit to the ratable reduction of Maintenance Reserve Account and/or the Aggregate Capital (without regard Modifications and Improvements Account, in each case the amount determined by the Borrower in their sole discretion; seventh, to any Termination Percentage); (v) fifth, for the ratable payment of all other the unpaid Obligations principal of the Loans in an amount not exceeding an amount such that, after giving effect to such payment, no Collateral Deficiency then exists; eighth, to the Derivatives Counterparties for the payment of Derivatives Termination Values payable by the Borrower; ninth, if an Early Amortization Event or Manager Event of Default has occurred and Servicer costs is continuing and/or on any Settlement Date that is more than 364 days after the Revolving Termination Date, to the ratable payment of the unpaid principal amount of the Loans; tenth, to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon and, thereafter, only if the outstanding Manager Advances have been paid in full, then to the ratable payment of the unpaid Aggregated Default Interest and expensesany accrued and unpaid interest thereon; eleventh, including if the Servicing Fee; provided that when the Seller Manager is GMS or one of its Affiliates is acting as Affiliates, the ServicerSupplemental Manager’s Fee payable on such Settlement Date, such Servicer costs together with the aggregate amount of any Supplemental Manager’s Fees which were due and expensespayable on any previous Settlement Date and remain unpaid; twelfth, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, deposit to the Seller. Collections applied Discretionary Account or, subject to Section 7.07, otherwise at the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each direction of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priorityBorrower.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 2.4 (as applicable), the Servicer shall distribute funds:funds (and any amounts applied to the Obligations shall be in satisfaction of the Seller’s liabilities under Section 2.1 hereof): (i) first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer;, (ii) second, to the reimbursement of the Collateral Administrative Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement;, to the extent applicable, (iii) third, ratably to each applicable Managing Agent, for the account of the related Purchasers, for the ratable payment of all accrued and unpaid Yield and fees under payable pursuant to the Fee Letter and all accrued and unpaid Yield;Letter, (iv) fourth, (to the extent applicable) , to each applicable Managing Agent, for the account of the related Purchasers, to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage);, (v) fifth, to the Administrative Agent and Managing Agents, as applicable, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in this Section 2.4 above2.5, shall be shared ratably (within each priority) among the Collateral Administrative Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute funds: (i) funds to the applicable payee: first, to the payment of the each Servicer’s reasonable out of actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if provided no Seller or one nor any of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuinga Servicer, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s the Purchasers’ costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) Capital, fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when to the Seller or one extent such Obligations relate to the payment of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, when any Seller or any of its Affiliates is acting as a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and clause seventh hereof, sixth, to the LC Collateral Account any amounts required to be deposited therein pursuant to Section 1.10, eighth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the SellerAdministrative Seller for ratable distribution to the Sellers. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; second, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, third, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute funds: (i) funds to the applicable payee: first, to the payment of the each Servicer’s reasonable out of actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if provided no Seller or one nor any of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuinga Servicer, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s the Purchasers’ costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) Capital, fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when to the Seller or one extent such Obligations relate to the payment of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, when any Seller or any of its Affiliates is acting as a Servicer, such costs and expenses will not be paid until after clause seventh hereof, sixth, to the payment in full of LC Collateral Account any amounts required to be deposited therein pursuant to Section 1.10, seventh, to pay all other Obligations; and (vi) sixthServicer costs and expenses, including the Servicing Fee, to the extent not paid under clause first or fifth hereof, and eighth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the SellerAdministrative Seller for ratable distribution to the Sellers. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents LC Bank and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agentthe Purchaser’s costs and expenses (including reasonable fees of legal counsel) of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Letters, Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds Collections on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute funds: (i) such Collections to the applicable payee: first, to the payment of the each Servicer’s reasonable out of actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if provided no Seller or one nor any of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuinga Servicer, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s the Purchasers’ costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) Capital, fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expensesObligations, including the Servicing Fee; provided that when to the Seller or one extent such Obligations relate to the payment of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, when any Seller or any of its Affiliates is acting as a Servicer, such costs and expenses will not be paid until after clause seventh hereof, sixth, to the payment in full of LC Collateral Account any amounts required to be deposited therein pursuant to Section 1.10, seventh, to pay all other Obligations; and (vi) sixthServicer costs and expenses, including the Servicing Fee, to the extent not paid under clause first or fifth hereof, and eighth, after the Aggregate Unpaids have been indefeasibly reduced to zerozero and the Final Payout Date has occurred, to any excess funds shall be retained by the SellerServicers for application in accordance with the Receivables Sale Agreements. Collections applied to the payment of Aggregate Unpaids pursuant to this Section 2.4 shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in this Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents LC Bank and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there (a) All Collections shall be insufficient funds on deposit for distributed by the Servicer Servicers at such times and in the order of priority set forth in this Section 4.2. (b) On each Distribution Date prior to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable)Commitment Termination Date, the Servicer Servicers shall distribute funds: (i) from Collections on such Distribution Date, if any, the following amounts, without duplication in the following order of priority: first, to the payment of extent due and owing under this Agreement or any other Transaction Document, the Servicer’s reasonable out of pocket costs and expenses in connection with servicing, administering and collecting accrued Servicing Fee payable for the Receivables, including the Servicing Feemost recently completed Calculation Period (plus, if Seller or one applicable, the amount of its Affiliates is then acting as Servicer Servicing Fee payable for any prior Calculation Period to the extent such amount has not been distributed to the Servicers); second, interest accrued on the Loans during the most recently completed Accrual Period (plus, if applicable, the amount of interest on the Loans accrued for any prior Accrual Period to the extent such amount has not been paid, and no Servicer Default has occurred and is continuingto the extent permitted by law, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) secondinterest thereon); third, to the reimbursement extent due and owing under any Transaction Document, all Fees accrued during the most recently completed Accrual Period (plus, if applicable, the amount of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) third, ratably to the payment of all Fees accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (for any prior Accrual Period to the extent applicable) such amount has not been distributed to Lender or Administrator); fourth, as a repayment of principal of the Loans, an amount equal to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) Borrowing Base Deficit, if any; fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied extent due and owing under this Agreement or any other Transaction Document on such Distribution Date, all other Obligations owed to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agentany Secured Party; and sixth, the Managing Agents balance, if any, to Borrower. (c) On each Distribution Date from and after the Purchasers Commitment Termination Date, the Servicers shall distribute from Collections, if any, on such Distribution Date the following amounts, without duplication in accordance with the amount following order of priority: first, the accrued but unpaid Servicing Fee due and owing on such Aggregate Unpaids Distribution Date; second, all other Obligations due and owing on such Distribution Date; and third, once all amounts described in clauses first and second above have been paid in full, the balance, if any, to each of them in respect of each such priorityBorrower.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) funds in the following order of priority: first, to the Servicer, in payment of the Servicer’s reasonable out out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of pocket its Affiliates is not then acting as the Servicer, second, (i) to the Administrative Agent in reimbursement of its reasonable costs of collection and enforcement of this Agreement on behalf of the Purchasers and (ii) to the Agents, in reimbursement of reasonable fees and expenses of a common legal counsel, or if such common legal counsel determines that it cannot continue representation due to a business or ethical conflict, separate legal counsel, representing Agents in connection with such collection and enforcement, third, to each of the Co-Agents, ratably in accordance with its Group’s respective Percentage, in payment of all accrued and unpaid fees under the Fee Letter, CP Costs and Yield when and as due (to be shared ratably amongst the Purchasers in each Group in accordance with their respective shares thereof), fourth, to each of the Co-Agents, ratably in accordance with its Group’s respective Percentage, in reduction (if applicable) of its Group’s Capital (to be shared ratably amongst the Purchasers in each Group in accordance with their respective shares thereof), fifth, to each of the Co-Agents, ratably in accordance with its Group’s respective Percentage, in ratable payment of all other unpaid Recourse Obligations owing to such Group, sixth, in payment of the Servicer’s costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement; (iii) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; (iv) fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) fifth, for the ratable payment of all other unpaid Obligations and Servicer costs and expenses, including the Servicing Fee; provided that when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; and (vi) sixthseventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 2.06 or 2.3 2.07 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including Receivables if the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent if applicable) to the ratable in reduction of Capital of the Aggregate Capital (without regard to any Termination Percentage); (v) Receivable Interests, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that expenses when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, will expenses shall not be paid until after the payment in full of all other Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in this Section 2.4 above2.08, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer;, (ii) second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s reasonable costs of collection and enforcement of this Agreement;Agreement incurred by the Agent or any Managing Agent, (iii) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield;, (iv) fourth, (to the extent if applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage);, (v) fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Obligations; , and (vi) sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in this Section 2.4 above, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: (i) : first, to the payment of the Servicer’s 's reasonable out of out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer and no Servicer Default has occurred and is continuing, or if Seller or one of its Affiliates is not then acting as the Servicer; (ii) , second, to the reimbursement of the Collateral Agent’s and each Managing Agent’s 's costs of collection and enforcement of this Agreement; (iii) , third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and all accrued and unpaid Yield; (iv) , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage); (v) , fifth, for the ratable payment of all other unpaid Recourse Obligations, provided that to the extent such Recourse Obligations and relate to the payment of Servicer costs and expenses, including the Servicing Fee; provided that , when the Seller or one of its Affiliates is acting as the Servicer, such Servicer costs and expenses, including the Servicing Fee, expenses will not be paid until after the payment in full of all other Recourse Obligations; and (vi) , and sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4 above2.4, shall be shared ratably (within each priority) among the Collateral Agent, the Managing Agents Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.