Common use of Application of Collections Clause in Contracts

Application of Collections. If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer shall distribute funds: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; third, 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the 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, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, 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 eighth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s reasonable reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , if RPM-Delaware or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; , 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 (includingand Yield, the Commitment Fees and Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the 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, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhfourth, 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 MPC LP RPM-Delaware or one of its Affiliates is acting as the Servicer, such costs and expenses shall 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 ratable reduction of the Aggregate Capital, and eighthseventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 All Collections received on and after the Amortization Date shall be insufficient funds distributed by the Servicer (or the Administrative Agent) on deposit for Servicer to distribute funds in payment in full 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), Servicer shall distribute fundsin the following order of priority: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the Servicer 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; , second, to the applicable Person to the reimbursement of the Administrative Agent’s and the each Managing Agents’ Agent’s costs of collection and enforcement of this Agreement; , third, 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, Purchasers for the benefit of the Purchasers in its Purchase Group, in ratable payment of all accrued and unpaid fees under the Fee Letter (includingand Yield, fourth, to each Managing Agent for the Commitment Fees and Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifthaccount of the applicable Purchasers, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable(without regard to any Termination Percentage), ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaserfifth, to the Administrative Agent, to be held in the L/C Collateral Account for the benefit of the each 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), 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, Person 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 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 eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.5, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers 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. 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 Servicer the Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer the Servicers shall distribute fundsfunds to the applicable payee: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of each Servicer’s reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , provided no Seller nor any of its Affiliates is then acting as a Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payableCapital, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhfifth, 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 MPC LP any Seller or one any of its Affiliates is acting as a Servicer, such costs and expenses shall 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; Servicer 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 Sellerthe Administrative 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 above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers 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. 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s '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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; , third, 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, Purchasers for the benefit of the Purchasers in its Purchase Group, in ratable payment of all accrued and unpaid fees under the Fee Letter (including, the Commitment Fees and Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs Yield and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, fees payable pursuant to the Administrative AgentFee Letter, fourth, (to be distributed the extent applicable) to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: 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-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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 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 fundssuch funds in the following order of priority: 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-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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s ’s, the Purchasers’ and the Managing Agents’ costs of collection and enforcement of this Agreement; , 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 any Fee Letter (including, the Commitment Fees and Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed fourth, to such parties; the ratable reduction of Aggregate Capital (without regard to any Termination Percentage) until reduced to zero, fifth, to the Administrative Agent, LC Collateral Account (i) the amount necessary to be distributed reduce the LC Adjusted Exposure to each Managing Agent, for the benefit of the Purchasers zero 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, (aii) at any time there is a Defaulting Committed Purchaser, an amount equal to the Administrative AgentLC Fee Expectation at such time, 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), 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; seventhsixth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthseventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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)2.4, the Servicer shall distribute funds: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s '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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; the Tranche Documents, 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and all Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.5, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: 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-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 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, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; , third, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent for the benefit ratable reduction of the L/C Issuer in its Purchase GroupAggregate Capital (without regard to any Termination Percentage), 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, ratably 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the 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, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; Obligations and Servicer costs and expenses, provided that to when Seller or one of its Affiliates is acting as the extent such Obligations relate to Servicer, the payment of Servicer costs and expenses, including the Servicing Fee, when MPC LP or one of its Affiliates is acting as Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s reasonable reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , if Convergys or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to (including yield accruing at the Administrative Agent, to be distributed to each Managing Agent, for the 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, (a) at any time there is a Defaulting Committed Purchaser, 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 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)(iiiDefault Rate), 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; seventhfourth, 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 MPC LP Convergys or one of its Affiliates is acting as the Servicer, such costs and expenses shall 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 eighthseventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agents 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)2.4, the Servicer shall distribute funds: 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-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , if an Affiliate of the Seller is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; , 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 and Yield, fourth, (including, the Commitment Fees and Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.5, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: first, to the payment of all periodic payments, if MPC LP 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 (after 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-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; secondthird, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; third, fourth, (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, extent applicable) 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, for the ratable payment of all other unpaid Obligations; , provided that that, if the Seller or one of its Affiliates is then acting as Servicer, to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when MPC LP or one of its Affiliates is acting as Servicer, such costs and expenses shall 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 eighthseventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the LManaging Agents, the Program F/C Issuers 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. 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 1.5.2 or 2.3 1.5.3 (as applicable), the Servicer shall distribute funds: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the Servicer in payment of the Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables if the Seller or one of its Affiliates is not then acting as the Servicer, including the Servicing Fee; second, to the Administrative Agent, in reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; , third, 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableCo-Agents, ratably in accordance with such amounts owed its Group’s respective Percentage, in payment of accrued and unpaid Discount and CP Costs when and as due (to such parties; fifthbe shared ratably amongst the Purchasers in each Group in accordance with their respective shares thereof), fourth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in reduction of the Aggregate Capital and Reimbursement Obligations then due and payableCo-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 Purchasers in each Purchase Group Share; sixthin accordance with their respective shares thereof), ratably, (a) at any time there is a Defaulting Committed Purchaserfifth, to the Administrative Agent, to be held in the L/C Collateral Account for the benefit each of the applicable L/C Issuers and the PurchasersCo-Agents, ratably in accordance with its Group’s respective Percentage, 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), 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; Obligations 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 expenses when the Servicing Fee, when MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, 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, shall be shared ratably (within each priority) among the Administrative Agent, the 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 Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer shall distribute such funds: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of Servicer’s reasonable 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 not then acting as Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; , third, 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the 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, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; Obligations , provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when MPC LP Seller or one of its Affiliates is acting as Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage) and eighthfifth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer shall distribute such funds: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of Servicer’s reasonable 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 not then acting as Servicer, second, to the reimbursement of the Administrative Agent’s and or each of the Managing Agents’ (as the case may be) costs of collection and enforcement of this Agreement; , third, 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 ratable payment of all amounts due unpaid CP Costs and owing to such L/C Issuer from a Defaulting Committed Purchaser as required under Section 1.5(n); Yield, 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the 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, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; Obligations , provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when MPC LP Seller or one of its Affiliates is acting as Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , fifth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage) and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agents 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s 's reasonable 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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; , third, (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, extent applicable) 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfourth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthfifth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 Servicer the Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer the Servicers shall distribute fundsfunds to the applicable payee: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of each Servicer’s reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , provided no Seller nor any of its Affiliates is then acting as a Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payableCapital, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhfifth, 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 MPC LP any Seller or one any of its Affiliates is acting as a Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Sellerthe Administrative 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 above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: 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-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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthFOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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. (a) If there shall will 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: 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-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including without limitation, the Servicing Fee; , if Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s Agents’ and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , third, (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, extent applicable) 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfourth, 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, expenses (including the Servicing Fee, ) when MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthfifth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller. Collections applied to the payment of Aggregate Unpaids shall will be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.42.4 above, shall will be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agents 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s '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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's reasonable costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs payable under Article III and Yield then due and payablepayable under Article IV, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 SECTION 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, if MPC LP or one of its Affiliates is not then acting as ServicerFIRST, to the payment of Servicer’s reasonable out-of-pocket costs any sales taxes actually collected from an Obligor in respect of sales taxes, included in Collections and expenses deposited in connection the Collection Account with servicing, administering and collecting respect to the Receivables, including SECOND, to the Servicing Fee; secondpayment of Third-Party Servicer Costs, THIRD, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; third, FOURTH, to the Administrative AgentSwap Counterparty, to be distributed to each Managing Agent for amounts payable under the benefit of the L/C Issuer in its Purchase GroupInterest Rate Swaps, if anyFIFTH, 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, extent applicable) to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in reduction ratable repayment of the Aggregate Capital and Reimbursement Obligations then due and payableCapital, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhSIXTH, for the ratable payment of all other unpaid Obligations; provided that PROVIDED THAT to the extent such Obligations relate to the payment of Servicer costs and expenses, expenses including the Servicing Fee, Fee when MPC LP the Borrower or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthSEVENTH, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Sellerthe Borrower. 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 SECTION 2.4, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers 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. 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 Servicer the Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer the Servicers shall distribute fundsfunds to the applicable payee: FIFTH AMENDED AND RESTATED first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of each Servicer’s reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , provided no Seller nor any of its Affiliates is then acting as a Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payableCapital, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhfifth, 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 MPC LP any Seller or one any of its Affiliates is acting as a Servicer, such costs and expenses shall 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; Servicer 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 Sellerthe Administrative 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 above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 2.06 or 2.3 2.07 (as applicable), the Servicer shall distribute funds: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s 's reasonable out-of-of- ----- pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including Receivables if the Servicing FeeSeller or one of its Affiliates is not then acting as the Servicer; second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ ' costs of ------ collection and enforcement of this Agreement, pro rata based upon the respective amounts of such costs of collection and enforcement; 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 Fees ----- under the Fee Letter and Yield; fourth, (including, the Commitment Fees and Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, if applicable) in reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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------ Receivable Interests; seventhfifth, 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 expenses when the Servicing Fee, when MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall not be paid until after the payment in full of all other Obligations; and eighthsixth, 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 2.42.08, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agents 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 Collections on deposit for Servicer the Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer the Servicers shall distribute fundssuch Collections to the applicable payee: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of each Servicer’s reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , provided no Seller nor any of its Affiliates is then acting as a Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payableCapital, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhfifth, 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 MPC LP any Seller or one any of its Affiliates is acting as a Servicer, such costs and expenses shall 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; Servicer 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 Sellerany excess funds shall be retained by the Servicers 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 above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers 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. 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , to the extent such costs and expenses are documented in reasonable detail, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the 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, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhfourth, for the ratable payment of all other unpaid Obligations; provided that Aggregate Capital to the extent such Obligations relate required by any Section of this Agreement, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the payment making of Servicer costs and expensesa Reinvestment, including sixth, to the Servicing Fee, 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 ratable reduction of all other Obligations; , and eighthseventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 such funds: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s 's reasonable 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 not then acting asthe Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; , third, (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, extent applicable) 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhTermination Percentage),fourth , for the ratable payment of all other unpaid Obligations; Obligations , provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage) and eighthfifth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: 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-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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs and expenses (including reasonable fees of legal counsel) of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers 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. 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s 's reasonable 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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs Yield and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, fees payable pursuant to the Administrative AgentFee Letter, fourth, (to be distributed the extent applicable) to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: 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-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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; , third, (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, extent applicable) 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfourth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthfifth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 Servicer the Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer the Servicers shall distribute fundsfunds to the applicable payee: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of each Servicer’s reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , provided no Seller nor any of its Affiliates is then acting as a Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due Yield, fourth amended and payablerestated receivables purchase agreement fourth, ratably in accordance with such amounts owed to such parties; fifth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP any Seller or one any of its Affiliates is acting as a Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Sellerthe Administrative 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 above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: 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-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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; , third, (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, extent applicable) 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfourth, 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, Table of Contents including the Servicing Fee, when MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthfifth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: first, (i) if MPC LP AIL or one of its Affiliates is not then acting as 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-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; second, to the reimbursement of the Administrative AgentPurchaser’s and the Managing Agents’ costs of collection and enforcement of this Agreement; , third, 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 ratable payment of all accrued and unpaid (i) fees under the Fee Letter fee letter between Seller and Purchaser and (includingii) amounts payable under Article VIII, the Commitment Fees and Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifthfourth, to the Administrative Agent, to be distributed to each Managing Agent, for the 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, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; , provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, expenses when MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , fifth, (if applicable) in reduction of Capital of the Purchaser Interests, sixth, to the payment of any accrued and eighthunpaid 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 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, shall be shared ratably (within each priority) among the Administrative Agent, the 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: 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-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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; , 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 (includingLetter, the Commitment Fees and Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Jupiter Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifth, fourth (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 will distribute funds: 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-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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s ’s, the Purchasers’ and the Managing Agents’ costs of collection and enforcement of this Agreement; , 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 any Fee Letter (including, the Commitment Fees and Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the 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, ratablyfourth, (a) at any time there is a Defaulting Committed Purchaser, 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 such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount and (bif applicable) to the extent required pursuant ratable reduction of Aggregate Capital (without regard to Section 1.5(o)(iiiany Termination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller. SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE 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 above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s '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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s 's and the Managing Agents’ Purchasers' costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s reasonable reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , if RPM-Delaware or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the 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, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhfourth, 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 MPC LP RPM-Delaware or one of its Affiliates is acting as the Servicer, such costs and expenses shall 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 ratable reduction of the Aggregate Capital, and eighthseventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agents 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s '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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; , third, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent for the benefit ratable reduction of the L/C Issuer in its Purchase GroupAggregate Capital (without regard to any Termination Percentage), 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, ratably 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, fifth, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit payment of the Purchasers and L/C Issuer in its Purchase Group, in reduction of the Aggregate all outstanding Capital and Reimbursement Obligations then due and payableObligations, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, 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 such Defaulting Committed Purchaser’s Pro Rata Share Letter of Credit Obligations in respect of the L/C Undrawn Amount and (b) to the extent required pursuant to Section 1.5(o)(iii), to the Administrative Agent, to be held in the L/C Collateral Account for the benefit undrawn portion of the applicable L/C Issuers and the Purchasers, in an amount sufficient to Cash-Collateralize all outstanding Letters of CreditCredit then outstanding; seventh, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Issuer 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s '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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed fourth, (to such parties; fifththe extent applicable), to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthfifth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s reasonable reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , if Convergys or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to (including yield accruing at the Administrative Agent, to be distributed to each Managing Agent, for the 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, (a) at any time there is a Defaulting Committed Purchaser, 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 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)(iiiDefault Rate), 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; seventhfourth, 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 MPC LP Convergys or one of its Affiliates is acting as the Servicer, such costs and expenses shall 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 ratable reduction of the Aggregate Invested Amount, and eighthseventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agents 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: first, to the payment of the Servicer's reasonable out-of-pocket costs ----- and expenses, including any servicing fee, in connection with servicing, administering and collecting the Receivables if MPC LP Seller or one of its Affiliates is not then acting as the Servicer, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; second, to the reimbursement of the Administrative Collateral Agent’s 's and the each ------ Managing Agents’ Agent's costs of collection and enforcement of this Agreement; , 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 and Yield; fourth, (including, the Commitment Fees and Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, if applicable) to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate ------ Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share(without regard to any Termination Percentage); sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhfifth, 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 MPC LP the Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, 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 2.42.4 above, shall be shared ----------- ratably (within each priority) among the Administrative Collateral Agent, the L/C Issuers 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. 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: 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-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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s Agents’ and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, for the ratable payment of all other unpaid Recourse Obligations; , provided that to the extent such Recourse Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Recourse Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agents 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: 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-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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 2.06 or 2.3 2.07 (as applicable), the Servicer shall distribute funds: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables if the Seller or one of its Affiliates is not then acting as the Servicer, including the Servicing Fee; second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, (if applicable) in reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, to the Administrative Agent, to be held in the L/C Collateral Account for the benefit of the applicable L/C Issuers and the PurchasersReceivable Interests, 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), 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; seventhfifth, 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 expenses when the Servicing Fee, when MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall not be paid until after the payment in full of all other Obligations; , and eighthsixth, 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 2.42.08, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 Servicer the Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer the Servicers shall distribute fundsfunds to the applicable payee: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of each Servicer’s 's reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , provided no Seller nor any of its Affiliates is then acting as a Servicer, second, to the reimbursement of the Administrative Agent’s 's and the Managing Agents’ Purchasers' costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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, THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT including the Servicing Fee, when MPC LP any Seller or one any of its Affiliates is acting as a Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Sellerthe Administrative 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 above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s '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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s 's reasonable 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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, for the ratable payment of all other unpaid Recourse Obligations; , provided that to the extent such Recourse Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Recourse Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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)3.4, the Servicer shall distribute funds: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s 's reasonable 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 is not then acting as the Servicer, second, to the reimbursement of the Administrative Deal Agent’s 's and the each Managing Agents’ Agent's costs of collection and enforcement of this Agreement; , 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 accrued and owing to such L/C Issuer from a Defaulting Committed Purchaser as required under Section 1.5(n); unpaid Yield, fourth, ratably 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 (includingLetter, the Commitment Fees and Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhsixth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthseventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.43.5, shall be shared ratably (within each priority) among the Administrative Deal Agent, the L/C Issuers 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. 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 will distribute funds: 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-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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s ’s, the Purchasers’ and the Managing Agents’ costs of collection and enforcement of this Agreement; , 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 any Fee Letter (including, the Commitment Fees and Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the 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, ratablyfourth, (a) at any time there is a Defaulting Committed Purchaser, 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 such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount and (bif applicable) to the extent required pursuant ratable reduction of Aggregate Capital (without regard to Section 1.5(o)(iiiany Termination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s '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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s 's costs and the Managing Agents’ costs expenses (including reasonable fees of legal counsel) of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s 's reasonable 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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 Servicer the Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer the Servicers shall distribute fundsfunds to the applicable payee: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of each Servicer’s reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , provided no Seller nor any of its Affiliates is then acting as a Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payableCapital, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhfifth, 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 MPC LP any Seller or one any of its Affiliates is acting as a Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and clause seventh hereof, sixth, to the LC Collateral Account any amounts required to be deposited therein pursuant to Section 1.10, seventh, to pay all Servicer 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 Sellerthe Administrative 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 above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 fundsfunds in the following order of priority: first, if MPC LP or one of its Affiliates is not then acting as to the Servicer, to the in 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 not then acting as the Servicer, second, (i) to the Administrative Agent in reimbursement of the Administrative Agent’s and the Managing Agents’ its reasonable costs of collection and enforcement of this Agreement; 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 the Administrative Agent, to be distributed to each Managing Agent for the benefit of the L/C Issuer Co-Agents, ratably in accordance with 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’s respective Percentage, in payment of all accrued and unpaid fees under the Fee Letter (including, the Commitment Fees and Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then when and as due and payable(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 such amounts owed its Group’s respective Percentage, in reduction (if applicable) of its Group’s Capital (to such parties; be shared ratably amongst the Purchasers in each Group in accordance with their respective shares thereof), fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in reduction of the Aggregate Capital and Reimbursement Obligations then due and payableCo-Agents, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, to the Administrative Agent, to be held in the L/C Collateral Account for the benefit of the applicable L/C Issuers and the Purchasersits Group’s respective Percentage, 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), 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; provided that Recourse Obligations owing to the extent such Obligations relate to the Group, sixth, in payment of Servicer the Servicer’s costs and expensesexpenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, when MPC LP if Seller or one of its Affiliates is then acting as the Servicer, such costs and expenses shall not be paid until after the payment in full of all other Obligations; and eighthseventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the 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 Servicer the Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer the Servicers shall distribute fundsfunds to the applicable payee: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of each Servicer’s reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , provided no Seller nor any of its Affiliates is then acting as a Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payableCapital, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhfifth, 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 MPC LP any Seller or one any of its Affiliates is acting as a Servicer, such costs and expenses shall 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; Servicer 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 Sellerthe Administrative 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 above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers 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. 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: 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-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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ Purchaser’s costs and expenses (including reasonable fees of legal counsel) of collection and enforcement of this Agreement; , 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 Letters, Yield, fourth, (including, the Commitment Fees and Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: first, (i) if MPC LP AIL or one of its Affiliates is not then acting as 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-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and ------ enforcement of this Agreement; , third, 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 ratable payment of all accrued and unpaid (i) fees under ----- the Fee Letter Letter, (including, the Commitment Fees and Undrawn L/C Fees), ii) CP Costs, Fronting Fees(iii) Yield and (iv) amounts payable under Article X, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth--------- fourth, to the Administrative Agent, to be distributed to each Managing Agent, for the 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, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; , ------ provided that to the extent such Obligations relate to the payment of -------- Servicer costs and expenses, including the Servicing Fee, expenses when MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , fifth, (if applicable) in reduction of Capital of the Purchaser ----- Interests, sixth, to the payment of any accrued and eighthunpaid 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 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 2.42.4 above, shall be shared ----------- ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer shall distribute funds: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; third, 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the 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, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, 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 eighth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the 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: first, if MPC LP or one of its Affiliates is not then acting as ServicerFIRST, to the payment of the Servicer’s reasonable 's reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; second, if RPM or one of its Affiliates is not then acting as the Servicer, SECOND, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; third, 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the 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, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhFOURTH, 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 MPC LP RPM or one of its Affiliates is acting as the Servicer, such costs and expenses shall 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 ratable reduction of the Aggregate Capital, and eighthSEVENTH, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agents 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 Servicer the Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer the Servicers shall distribute funds: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of each Servicer’s 's reasonable 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 not then acting as a Servicer, second, to the reimbursement of the Administrative Agent’s 's and the Managing Agents’ Purchasers' costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as a Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: 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-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , if SMC or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; , 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, Purchasers 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP SMC or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: first, if MPC LP or one ratably to the payment of its Affiliates is not then acting as Servicerall accrued and unpaid fees under the ----- Fee Letter and Yield; second, to the payment of the Servicer’s 's reasonable out-of-pocket ------ costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables if Seller or one of its Affiliates is not then acting as the Servicer, including the Servicing Fee; secondthird, to the reimbursement of the Administrative Collateral Agent’s 's and the each ----- Managing Agents’ Agent's costs of collection and enforcement of this Agreement; third, 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, if applicable) in reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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------ fifth, 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 expenses when the Servicing Fee, when MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, 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 2.42.4 above, shall be shared ----------- ratably (within each priority) among the Administrative Collateral Agent, the L/C Issuers 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. 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 Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer shall distribute such funds: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of Servicer’s reasonable 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 not then acting as Servicer, second, to the reimbursement of the Administrative Agent’s and or each of the Managing Agents’ (as the case may be) costs of collection and enforcement of this Agreement; , third, 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the 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, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; Obligations , provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when MPC LP Seller or one of its Affiliates is acting as Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage) and eighthfifth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agents 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 Servicer the Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer the Servicers shall distribute fundsfunds to the applicable payee: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of each Servicer’s reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , provided no Seller nor any of its Affiliates is then acting as a Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due Yield, fifth amended and payablerestated receivables purchase agreement fourth, ratably in accordance with such amounts owed to such parties; fifth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payablethe Term-out Period Advances, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhfifth, 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 MPC LP any Seller or one any of its Affiliates is acting as a Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Sellerthe Administrative 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 above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: first, if MPC LP or one of its Affiliates is not then acting as ServicerFIRST, to the payment of the Servicer’s 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; second, if Seller or one of its Affiliates is not then acting as the Servicer, SECOND, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; third, 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthFOURTH, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhFIFTH, 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 MPC LP Seller or one of its Affiliates is 4 9 acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthSIXTH, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 Servicer the Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer the Servicers shall distribute fundsfunds to the applicable payee: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of each Servicer’s reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , provided no Seller nor any of its Affiliates is then acting as a Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payableCapital, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhfifth, 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 MPC LP any Seller or one any of its Affiliates is acting as a Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Sellerthe Administrative 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 above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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.FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

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: first, if MPC LP or one of its Affiliates is not then acting as ServicerFIRST, to the payment of the Master Servicer’s 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee; second, if Seller or one of its Affiliates is not then acting as the Master Servicer, SECOND, to the reimbursement of the Administrative Agent’s and the Managing Agents’ 's costs of collection and enforcement of this Agreement; third, 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthFOURTH, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhFIFTH, for the ratable payment of all other unpaid Obligations; , provided that to the extent such Obligations relate to the payment of Master Servicer costs and expenses, including the Servicing Fee, when MPC LP Seller or one of its Affiliates is acting as the Master Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthSIXTH, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: 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-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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs and expenses (including reasonable fees of legal counsel) of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)LetterLetters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers 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. 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 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 fundssuch funds in the following order of priority: 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-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , if Sellers or one of their Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s ’s, the Purchasers’ and the Managing Agents’ costs of collection and enforcement of this Agreement; , 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 any Fee Letter (including, the Commitment Fees and Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed fourth, to such parties; the ratable reduction of Aggregate Capital (without regard to any Termination Percentage) until reduced to zero, fifth, to the Administrative Agent, LC Collateral Account (i) the amount necessary to be distributed reduce the LC Adjusted Exposure to each Managing Agent, for the benefit of the Purchasers zero 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, (aii) at any time there is a Defaulting Committed Purchaser, an amount equal to the Administrative AgentLC Fee Expectation at such time, 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), 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; seventhsixth, 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 MPC LP Sellers or one of its their Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthseventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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: first, if MPC LP or one ratably to the payment of its Affiliates is not then acting as Servicerall 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-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; second, if Seller or one of its Affiliates is not then acting as the Servicer, third, to the reimbursement of the Administrative Collateral Agent’s and the each Managing Agents’ Agent’s costs of collection and enforcement of this Agreement; third, fourth, (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, extent applicable) 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP the Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall expenses, including the Servicing Fee, will not be paid until after the payment in full of all other Obligations; , and eighthsixth, 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Collateral Agent, the L/C Issuers 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. 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 3.2 or 2.3 3.3 (as applicable), Servicer after taking into account all payments received in respect of the Demand Advances pursuant to such Sections, funds shall distribute fundsbe 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 MPC LP the Seller (or one of its Affiliates Affiliates) is not then acting as the Servicer, 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; second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement; third, 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 Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableDiscount, ratably in accordance with such amounts owed to such parties; fifthfourth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, (if applicable) in reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, to the Administrative Agent, to be held in the L/C Collateral Account for the benefit of the applicable L/C Issuers Receivable Interests, and the Purchasersfifth, 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), 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; provided that . Collections allocated to the extent such Obligations relate Capital 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 payment Capital or Discount of Servicer costs Receivable Interests of the Liquidity Banks shall be shared ratably by the Groups in accordance with their respective amounts thereof, and expenseswithin each Group, including ratably by the Servicing Fee, when MPC LP or one of its Affiliates is acting as Servicer, Liquidity Banks in such costs and expenses shall not be paid until after the payment Group in full of all other Obligations; and eighth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Selleraccordance 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 above in this Section 2.4, shall be shared allocated ratably (within each priority) among the Administrative Agent, the L/C Issuers Co-Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids Obligations owing to each of them in respect of each such prioritythem. Each Managing Agent shall distribute If at any time the amounts Seller receives any Collections or is deemed to receive any Collections (except for Collections received as a Reinvestment pursuant to clauses fourth and fifth above Section 3.2 hereof), the Seller shall immediately pay such Collections or deemed Collections to the PurchasersServicer and, L/C Issuer, if any, and Terminating Purchasers, if any, in its Purchase Group ratably according to the applicable amounts owed at all times prior to such Purchasers and L/C Issuer. On and after payment, such Collections shall be held in trust by the Amortization Date, in Seller for the event that applications exclusive benefit of Collections are made on a date other than a Settlement Date, if any Managing Agent so directs the Administrative AgentPurchasers, 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 from Collections for distribution and held by the Servicer pursuant 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 DateSection 3.3.

Application of Collections. If there shall be insufficient funds on deposit for Servicer the Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer the Servicers shall distribute fundsfunds to the applicable payee: FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of each Servicer’s reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee; , provided no Seller nor any of its Affiliates is then acting as a Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payableCapital, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, 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 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), 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; seventhfifth, 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 MPC LP any Seller or one any of its Affiliates is acting as a Servicer, such costs and expenses shall 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; Servicer 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 Sellerthe Administrative 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 above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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 SECTION 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: firstFIRST, if MPC LP 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-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee; second, SECOND, to the reimbursement of the Administrative Collateral Agent’s and the Managing Agents’ 's reasonable costs of collection and enforcement of this Agreement; third, 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 Letters and Yield, FOURTH, (including, the Commitment Fees and Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhFIFTH, 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 MPC LP the Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthSIXTH, 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 above in this Section 2.4SECTION 2.4 above, shall be shared ratably (within each priority) among the Administrative AgentManaging Agents (or, following the Control Date, the L/C Issuers Collateral Agent) 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 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 satisfied, all Collections received by the Servicer shall be insufficient funds set aside and held in trust for the Agent, the Managing Agents and the Purchasers and shall be distributed on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (each Settlement Date as applicable), Servicer shall distribute fundsfollows: 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-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including Receivables and the Servicing Fee; , if Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the each Managing Agents’ Agent’s costs of collection and enforcement of this Agreement; , third, ratably (based on the amounts outstanding at such time) 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 Undrawn L/C Fees)Letter, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield (regardless of whether or not such fees, CP Costs and Yield are then due and payable), fourth, ratably in accordance with such amounts owed to such parties; fifth, to the Administrative Agent, Purchasers (based on their respective Capital Pro Rata Shares) to be distributed to each Managing Agent, for the 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, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, for the ratable payment (based on the amounts outstanding at such time) of all other unpaid Obligations; provided that to the extent such Obligations relate , sixth, to the payment of Servicer the Servicer’s reasonable out-of-pocket costs and expensesexpenses in connection with servicing, including administering and collecting the Receivables and the Servicing Fee, when MPC LP if Seller or one of its Affiliates is then acting as the Servicer, such costs and expenses shall not be paid until after the payment in full of all other Obligations; and eighthseventh, 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 above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers 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. Each Managing Agent shall distribute the amounts received pursuant If, at any time prior 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, (x) the conditions to any Reinvestment set forth in the event that applications Section 6.2 hereof cannot be satisfied as of Collections any date, (y) any amounts are made on a date other than set aside and held in trust pursuant to this Section 2.4 and (y) such conditions are subsequently satisfied before a Settlement Date, if any Managing Agent so directs the Administrative AgentDate occurs, the Administrative Agent shall amounts previously set aside from Collections for distribution and held in trust may be used 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 acquire additional Receivables pursuant to the Managing Agents, the L/C Issuer and the Purchasers in the related any Receivables Purchase Group on the next Settlement DateAgreement.

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, if MPC LP or one of its Affiliates is not then acting as Servicer, 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 not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Managing AgentsPurchasers’ costs of collection and enforcement of this Agreement; , 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 Undrawn L/C Fees)Letters, CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payableYield, ratably in accordance with such amounts owed to such parties; fifthfourth, (to the Administrative Agent, extent applicable) to be distributed to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in ratable reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share; sixth, ratably, (a) at without regard to any time there is a Defaulting Committed Purchaser, 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 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)(iiiTermination Percentage), 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; seventhfifth, 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 MPC LP Seller or one of its Affiliates is acting as the Servicer, such costs and expenses shall will not be paid until after the payment in full of all other Obligations; , and eighthsixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers Agent 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.THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT