Common use of Application of Collections Clause in Contracts

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and Yield, fourth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all 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 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s reasonably and properly documented reasonable 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 YieldUndrawn L/C Fees), fourthCP 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 RPM-Delaware MPC LP or one of its Affiliates is acting as the Servicer, such costs and expenses will shall 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 seventheighth, 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 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, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware 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 costs of collection and enforcement of this Agreement, third, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), fourth, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourthfifth, for the ratable payment of all other unpaid ObligationsObligations 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 RPM-Delaware or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient the amount of funds on deposit for held in trust by the Servicer are not sufficient to distribute funds in payment pay in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall will distribute fundssuch funds in the following order of priority: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware 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 payment of all accrued and unpaid fees under the any Fee Letter Letter, CP Costs and Yield, fourth, to the ratable reduction of Aggregate Capital (without regard to any Termination Percentage) until reduced to zero, fifth, to the LC Collateral Account (i) the amount necessary to reduce the LC Adjusted Exposure to zero and (ii) an amount equal to the LC Fee Expectation at such time, sixth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all 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 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable)2.4, the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreementthe Tranche Documents, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and Yieldall Yield due and payable, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 2.42.5, shall be shared ratably (within each priority) among the Administrative Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there All Collections received on and after the Amortization Date shall be insufficient funds on deposit for distributed by the Servicer to distribute funds in payment in full (or the Administrative Agent) on each Settlement Date and on such additional days as the Administrative Agent may elect (which election shall be made by the Administrative Agent at the direction of the aforementioned amounts pursuant to Section 2.2 any Managing Agent or 2.3 (as applicableFinancial Institution), in the Servicer shall distribute fundsfollowing order of priority: first, to the Servicer to the payment of the Servicer’s reasonably and properly documented reasonable 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 applicable Person to the reimbursement of the Administrative Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement, third, ratably to each Managing Agent for the benefit of the Purchasers for the ratable payment of all accrued and unpaid fees under the Fee Letter and Yield, fourth, to each Managing Agent for the account of the applicable Purchasers, to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), fifth, to each applicable 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 RPM-Delaware or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all 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 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 2.42.5, shall be shared ratably (within each priority) among the Administrative Agent Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute fundsfunds to the applicable payee: first, to the payment of the each Servicer’s reasonably and properly documented reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one provided no Seller nor any of its Affiliates is not then acting as the a Servicer, second, to the reimbursement of the Administrative Agent’s and the Purchasers’ costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital, 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 the Servicing Fee, when RPM-Delaware any Seller or one any of its Affiliates is acting as the a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestmentclause seventh hereof, sixth, to the ratable reduction of 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 Aggregate CapitalServicing Fee, to the extent not paid under clause first or fifth hereof, and seventheighth, 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 Agent, the LC Bank and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Purchasers’ costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, third, ratably to the Agent for the benefit of the Purchasers for the ratable payment of all accrued CP Costs, Yield and unpaid fees under payable pursuant to the Fee Letter and YieldLetter, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Convergys or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and YieldYield (including yield accruing at the Default Rate), fourth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware Convergys or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all 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 CapitalInvested 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 seventh, 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 Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable)2.4, the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one an Affiliate of its Affiliates the Seller is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 2.42.5, shall be shared ratably (within each priority) among the Administrative Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute fundsfunds to the applicable payee: first, to the payment of the each Servicer’s reasonably and properly documented reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one provided no Seller nor any of its Affiliates is not then acting as the a Servicer, second, to the reimbursement of the Administrative Agent’s and the Purchasers’ costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital, 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 the Servicing Fee, when RPM-Delaware any Seller or one any of its Affiliates is acting as the a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, and seventh, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, third, ratably (to the payment extent applicable) to the ratable reduction of all accrued and unpaid fees under the Fee Letter and YieldAggregate Capital (without regard to any Termination Percentage), fourth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, and fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, sixth, to the ratable reduction of the Aggregate Capital, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of all periodic payments, if any, due to any Program F/X Counterparty pursuant to any Hedging Arrangement on such Settlement Date other than Hedge Breakage Costs and Hedge Indemnity Costs (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 reasonably and properly documented reasonable 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, secondthird, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement, thirdfourth, ratably (to the payment extent applicable) to the ratable reduction of all accrued and unpaid fees under the Fee Letter and YieldAggregate Capital (without regard to any Termination Percentage), fourthfifth, 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 RPM-Delaware or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all 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 payment of the Aggregate CapitalHedge 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 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 Agent, the Managing Agents, the Program F/X Counterparties and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute such funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and Yield, fourth, for the ratable payment of all other unpaid ObligationsObligations , provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifthfourth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, (to the making of a Reinvestment, sixth, extent applicable) to the ratable reduction of the Aggregate Capital, Capital (without regard to any Termination Percentage) and seventhfifth, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute such funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s or each of the Agents’ (as the case may be) costs of collection and enforcement of this Agreement, third, ratably to the ratable payment of all accrued and unpaid fees under the Fee Letter CP Costs and Yield, fourth, for to the ratable payment of all other unpaid ObligationsObligations , provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, (to the making of a Reinvestment, sixth, extent applicable) to the ratable reduction of the Aggregate Capital, Capital (without regard to any Termination Percentage) and seventhsixth, 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 Agent, the Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 1.5.2 or 2.3 1.5.3 (as applicable), the Servicer shall distribute funds: first, to the Servicer in payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including Receivables if the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the Administrative Agent, in reimbursement of the Administrative Agent’s costs of collection and enforcement of this Agreement, third, to each of the Co-Agents, ratably to the in accordance with its Group’s respective Percentage, in payment of all accrued and unpaid fees under Discount and CP Costs when and as due (to be shared ratably amongst the Fee Letter and YieldPurchasers in each Group in accordance with their respective shares thereof), fourth, for to each of the Co-Agents, ratably in accordance with its Group’s respective Percentage, in reduction (if applicable) of their Group’s Capital (to be shared ratably amongst the Purchasers in each Group in accordance with their respective shares thereof), fifth, to each of the Co-Agents, ratably in accordance with its Group’s respective Percentage, in ratable payment of all other unpaid ObligationsObligations 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 RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4, shall be shared ratably (within each priority) among the Administrative Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute fundsfunds to the applicable payee: first, to the payment of the each Servicer’s reasonably and properly documented reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one provided no Seller nor any of its Affiliates is not then acting as the a Servicer, second, to the reimbursement of the Administrative Agent’s and the Purchasers’ costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital, 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 the Servicing Fee, when RPM-Delaware any Seller or one any of its Affiliates is acting as the a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, and seventh, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.. 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: firstFIRST, to the payment of the Master Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Master Servicer, secondSECOND, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, thirdTHIRD, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourthFOURTH, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), FIFTH, 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 RPM-Delaware Seller or one of its Affiliates is acting as the Master Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, sixth, to the ratable reduction of the Aggregate Capital, and seventhSIXTH, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 3.2 or 2.3 3.3 (as applicable), after taking into account all payments received in respect of the Servicer Demand Advances pursuant to such Sections, funds shall distribute 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 the Seller (or one of its Affiliates) is not then acting as the Servicer, to the payment of the Servicer’s reasonably and properly documented reasonable 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 costs of collection and enforcement of this Agreement, third, ratably to the in payment of all accrued and unpaid fees under the Fee Letter CP Costs and YieldDiscount, fourth, for (if applicable) in reduction of Capital of the ratable Receivable Interests, and fifth, in 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 and expenses, including the Servicing Fee, when RPM-Delaware or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all 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 Receivable Interests of the Aggregate CapitalLiquidity Banks shall be shared ratably by the Groups in accordance with their respective amounts thereof, and seventhwithin each Group, after ratably by the Aggregate Unpaids have been indefeasibly reduced to zero, to SellerLiquidity Banks in such Group in accordance with their Pro Rata Shares. Collections applied to the payment of Aggregate Unpaids all other Obligations shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4, shall be shared allocated ratably (within each priority) among the Administrative Agent Agent, the Co-Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids Obligations owing to each of them them. If at any time the Seller receives any Collections or is deemed to receive any Collections (except for Collections received as a Reinvestment pursuant to Section 3.2 hereof), the Seller shall immediately pay such Collections or deemed Collections to the Servicer and, at all times prior to such payment, such Collections shall be held in respect trust by the Seller for the exclusive benefit of each such prioritythe Purchasers, the Administrative Agent and the Co-Agents. Notwithstanding the limitations contained in the previous sentence, following the date on which the Obligations have been indefeasibly reduced to zero, the Servicer shall pay to the Seller any remaining Collections set aside and held by the Servicer pursuant to Section 3.3.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable 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 to the Servicerextent such costs and expenses are documented in reasonable detail, second, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourth, for the ratable payment of all other unpaid Obligations, provided that Aggregate Capital to the extent such Obligations relate to the payment required by any Section of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligationsthis Agreement, 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 Capitalall other Obligations, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient the amount of funds on deposit for held in trust by the Servicer are not sufficient to distribute funds in payment pay in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall will distribute fundssuch funds in the following order of priority: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Sellers or one of its 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 payment of all accrued and unpaid fees under the any Fee Letter Letter, CP Costs and Yield, fourth, to the ratable reduction of Aggregate Capital (without regard to any Termination Percentage) until reduced to zero, fifth, to the LC Collateral Account (i) the amount necessary to reduce the LC Adjusted Exposure to zero and (ii) an amount equal to the LC Fee Expectation at such time, sixth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware Sellers or one of its their Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, sixth, to the ratable reduction of the Aggregate Capital, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute funds: first, to the payment of the each Servicer’s reasonably and properly documented '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 RPM-Delaware Seller or one of its Affiliates is not then acting as the a Servicer, second, to the reimbursement of the Administrative Agent’s 's and the Purchasers' costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute fundsfunds to the applicable payee: first, to the payment of the each Servicer’s reasonably and properly documented reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one provided no Seller nor any of its Affiliates is not then acting as the a Servicer, second, to the reimbursement of the Administrative Agent’s and the Purchasers’ costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital, 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 the Servicing Fee, when RPM-Delaware any Seller or one any of its Affiliates is acting as the a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestmentclause seventh hereof, sixth, to the ratable reduction of 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 Aggregate CapitalServicing Fee, to the extent not paid under clause first or fifth hereof, and seventheighth, 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 Agent, the LC Bank and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, third, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), fourth, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourthfifth, ratably to the payment of all outstanding Capital and Reimbursement Obligations, sixth, to Cash-Collateralize Letter of Credit Obligations in respect of the undrawn portion of Letters of Credit then outstanding; seventh, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all 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 seventheighth, 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 Agent, the L/C Issuer and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall will distribute funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware 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 payment of all accrued and unpaid fees under the any Fee Letter Letter, CP Costs and Yield, fourth, (if applicable) to the ratable reduction of Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute fundsfunds to the applicable payee: first, to the payment of the each Servicer’s reasonably and properly documented reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one provided no Seller nor any of its Affiliates is not then acting as the a Servicer, second, to the reimbursement of the Administrative Agent’s and the Purchasers’ costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital, 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 the Servicing Fee, when RPM-Delaware any Seller or one any of its Affiliates is acting as the a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestmentand clause seventh hereof, sixth, to the ratable reduction of 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 Aggregate CapitalServicing Fee, to the extent not paid under clause fifth hereof, and seventheighth, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware 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 Purchasers' costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be -------------------------- insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 2.06 or 2.3 2.07 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-of- ----- pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including Receivables if the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, ; second, to the reimbursement of the Administrative Agent’s 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 payment of all accrued and unpaid fees Fees ----- under the Fee Letter and Yield; fourth, fourth(if applicable) in reduction of Capital of the ------ Receivable Interests; 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 RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will shall 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, ; and sixth, to the ratable reduction of the Aggregate Capital, and seventh, after the Aggregate Unpaids have been indefeasibly ----- reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.42.08, shall be shared ratably (within each priority) among the Administrative Agent Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 2.06 or 2.3 2.07 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including Receivables if the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourth, (if applicable) in reduction of Capital of the Receivable Interests, 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 RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will shall 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, and sixth, to the ratable reduction of the Aggregate Capital, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.42.08, shall be shared ratably (within each priority) among the Administrative Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, ratably to the payment of all accrued and unpaid fees under the Fee Letter and all accrued and unpaid Yield; second, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, secondthird, to the reimbursement of the Administrative Collateral Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement, thirdfourth, ratably (to the payment extent applicable) to the ratable reduction of all accrued and unpaid fees under the Fee Letter and YieldAggregate Capital (without regard to any Termination Percentage), fourthfifth, 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 RPM-Delaware the Seller or one of its Affiliates is acting as the Servicer, such costs and expenses expenses, including the Servicing Fee, 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, and sixth, to the ratable reduction of the Aggregate Capital, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.42.4 above, shall be shared ratably (within each priority) among the Administrative Agent Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, (i) if AIL or one of its Affiliates is then the Servicer and no Amortization Event or Potential Amortization Event shall have occurred and then be continuing, to the payment of the accrued and unpaid Servicing Fee, and (ii) if neither AIL nor any of its Affiliates is then the Servicer, to the payment of the Servicer’s reasonably and properly documented reasonable 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 AgentPurchaser’s costs of collection and enforcement of this Agreement, third, ratably to the ratable payment of all accrued and unpaid (i) fees under the Fee Letter fee letter between Seller and YieldPurchaser and (ii) amounts payable under Article VIII, fourth, for to the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, expenses when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless (if applicable) in reduction of Capital of the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a ReinvestmentPurchaser Interests, sixth, to the ratable reduction payment of the Aggregate Capitalany accrued and unpaid Servicing Fee (unless such fee shall have been paid in accordance with first above), and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all 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 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 Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. (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, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including without limitation, the Servicing Fee, if RPM-Delaware 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 Purchasers’ costs of collection and enforcement of this Agreement, third, ratably (to the payment extent applicable) to the ratable reduction of all accrued and unpaid fees under the Fee Letter and YieldAggregate Capital (without regard to any Termination Percentage), fourth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, expenses (including the Servicing Fee, ) when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, and fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, sixth, to the ratable reduction of the Aggregate Capital, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds Collections on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute fundssuch Collections to the applicable payee: first, to the payment of the each Servicer’s reasonably and properly documented reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one provided no Seller nor any of its Affiliates is not then acting as the a Servicer, second, to the reimbursement of the Administrative Agent’s and the Purchasers’ costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital, 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 the Servicing Fee, when RPM-Delaware any Seller or one any of its Affiliates is acting as the a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestmentclause seventh hereof, sixth, to the ratable reduction of 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 Aggregate CapitalServicing Fee, to the extent not paid under clause first or fifth hereof, and seventheighth, 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 Agent, the LC Bank and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall will distribute funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware 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 payment of all accrued and unpaid fees under the any Fee Letter Letter, CP Costs and Yield, fourth, (if applicable) to the ratable reduction of Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, and seventh, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute fundsfunds to the applicable payee: first, to the payment of the each Servicer’s reasonably and properly documented reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one provided no Seller nor any of its Affiliates is not then acting as the a Servicer, second, to the reimbursement of the Administrative Agent’s and the Purchasers’ costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth amended and restated receivables purchase agreement fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware any Seller or one any of its Affiliates is acting as the a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, and seventh, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s 's reasonable costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs payable under Article III and YieldYield payable under Article IV, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued CP Costs, Yield and unpaid fees under payable pursuant to the Fee Letter and YieldLetter, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s costs of collection and enforcement of this Agreement, third, ratably (to the payment extent applicable) to the ratable reduction of all accrued and unpaid fees under the Fee Letter and YieldAggregate Capital (without regard to any Termination Percentage), fourth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, and fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, sixth, to the ratable reduction of the Aggregate Capital, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourth, (to the extent applicable), to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, and fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, sixth, to the ratable reduction of the Aggregate Capital, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware 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 payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute fundsfunds to the applicable payee: first, to the payment of the each Servicer’s reasonably and properly documented 's reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one provided no Seller nor any of its Affiliates is not then acting as the a Servicer, second, to the reimbursement of the Administrative Agent’s 's and the Purchasers' costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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, THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT including the Servicing Fee, when RPM-Delaware any Seller or one any of its Affiliates is acting as the a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, and seventh, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section SECTION 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: firstFIRST, to the payment of any sales taxes actually collected from an Obligor in respect of sales taxes, included in Collections and deposited in the Servicer’s reasonably and properly documented out-of-pocket costs and expenses in connection Collection Account with servicing, administering and collecting respect to the Receivables, including SECOND, to the Servicing Feepayment of Third-Party Servicer Costs, if RPM-Delaware or one of its Affiliates is not then acting as the Servicer, secondTHIRD, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, thirdFOURTH, ratably to the payment of all accrued and unpaid fees Swap Counterparty, amounts payable under the Fee Letter and YieldInterest Rate Swaps, fourthFIFTH, (to the extent applicable) to the ratable repayment of the Aggregate Capital, SIXTH, 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 RPM-Delaware the Borrower or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all 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 seventhSEVENTH, 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 and the Purchasers Lenders in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be -------------------------- insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as ----------- --- applicable), the Servicer shall distribute funds: first, (i) if AIL or one of its Affiliates is then the Servicer and ----- no Amortization Event or Potential Amortization Event shall have occurred and then be continuing, to the payment of the accrued and unpaid Servicing Fee, and (ii) if neither AIL nor any of its Affiliates is then the Servicer, to the payment of the Servicer’s reasonably and properly documented 's reasonable 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 's costs of collection and ------ enforcement of this Agreement, third, ratably to the ratable payment of all accrued and unpaid (i) fees under ----- the Fee Letter Letter, (ii) CP Costs, (iii) Yield and Yield(iv) amounts payable under Article X, --------- fourth, for to the ratable payment of all other unpaid Obligations, ------ provided that to the extent such Obligations relate to the payment of -------- Servicer costs and expenses, including the Servicing Fee, expenses when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless (if applicable) in reduction of Capital of the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a ReinvestmentPurchaser ----- Interests, sixth, to the ratable reduction payment of the Aggregate Capitalany accrued and unpaid Servicing Fee (unless ----- such fee shall have been paid in accordance with first above), and ----- seventh, after the Aggregate Unpaids have been indefeasibly reduced ------- to zero, to 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute fundsfunds to the applicable payee: FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT first, to the payment of the each Servicer’s reasonably and properly documented reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one provided no Seller nor any of its Affiliates is not then acting as the a Servicer, second, to the reimbursement of the Administrative Agent’s and the Purchasers’ costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital, 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 the Servicing Fee, when RPM-Delaware any Seller or one any of its Affiliates is acting as the a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestmentclause seventh hereof, sixth, to the ratable reduction of LC Collateral Account any amounts required to be deposited therein pursuant to Section 2.10, seventh, to pay all Servicer costs and expenses, including the Aggregate CapitalServicing Fee, to the extent not paid under clause fifth hereof, and seventheighth, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section SECTION 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: firstFIRST, if the Seller or one of its Affiliates is not then acting as the Servicer, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if RPM-Delaware or one of its Affiliates is not then acting as the Servicer, secondSECOND, to the reimbursement of the Administrative Collateral Agent’s 's reasonable costs of collection and enforcement of this Agreement, thirdTHIRD, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters and Yield, fourthFOURTH, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware the Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all 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 seventhSIXTH, 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 Agent Managing Agents (or, following the Control Date, the 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.

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 reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: firstFIRST, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, secondSECOND, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, thirdTHIRD, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourthFOURTH, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is 4 9 acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, 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 seventhSIXTH, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be -------------------------- insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as ----------- --- applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs ----- and expenses expenses, including any servicing fee, in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, Receivables if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Collateral Agent’s 's and each ------ Managing Agent's costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the ----- Fee Letter and Yield; fourth, fourth(if applicable) to the ratable reduction of the Aggregate ------ Capital (without regard to any Termination Percentage); 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 the Servicing Fee, when RPM-Delaware the Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to ----- zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.42.4 above, shall be shared ----------- ratably (within each priority) among the Administrative Agent Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall On each day after the Amortization Date and on any day that the conditions to any Reinvestment set forth in Section 6.2 hereof cannot be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable)satisfied, all Collections received by the Servicer shall distribute fundsbe set aside and held in trust for the Agent, the Managing Agents and the Purchasers and shall be distributed on each Settlement Date as follows: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including Receivables and the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and each Managing Agent’s costs of collection and enforcement of this Agreement, third, ratably (based on the amounts outstanding at such time) to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and YieldYield (regardless of whether or not such fees, CP Costs and Yield are then due and payable), fourth, ratably to the Purchasers (based on their respective Capital Pro Rata Shares) to the reduction of the Aggregate Capital (without regard to any Termination Percentage), fifth, for the ratable payment (based on the amounts outstanding at such time) of all other unpaid Obligations, 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 RPM-Delaware if Seller or one of its Affiliates is then acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, sixth, to the ratable reduction of the Aggregate Capital, and seventh, 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 Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority. If, at any time prior to the Amortization Date, (x) the conditions to any Reinvestment set forth in Section 6.2 hereof cannot be satisfied as of any date, (y) any amounts are set aside and held in trust pursuant to this Section 2.4 and (y) such conditions are subsequently satisfied before a Settlement Date occurs, the amounts previously set aside and held in trust may be used to acquire additional Receivables pursuant to any Receivables Purchase Agreement.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: firstFIRST, to the payment of the Servicer’s 's reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware RPM or one of its Affiliates is not then acting as the Servicer, secondSECOND, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, thirdTHIRD, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourthFOURTH, 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 RPM-Delaware RPM or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifthFIFTH, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, sixthSIXTH, to the ratable reduction of the Aggregate Capital, and seventhSEVENTH, 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 Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s costs of collection and enforcement of this Agreement, third, ratably (to the payment extent applicable) to the ratable reduction of all accrued and unpaid fees under the Fee Letter and YieldAggregate Capital (without regard to any Termination Percentage), fourth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, Table of Contents including the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, and fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, sixth, to the ratable reduction of the Aggregate Capital, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of the Servicer’s reasonably and properly documented reasonable 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 each Managing Agent for the benefit of the L/C Issuer in its Purchase Group, if any, in payment of all amounts due and owing to such L/C Issuer from a Defaulting Committed Purchaser as required under Section 1.5(n); fourth, to each Managing Agent, for the benefit of the Purchasers in its Purchase Group, in payment of all accrued and unpaid fees under the Fee Letter (including, the Commitment Fees and YieldUndrawn L/C Fees), fourthCP 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 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 RPM-Delaware MPC LP or one of its Affiliates is acting as the Servicer, such costs and expenses will shall 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 seventheighth, 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 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, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware 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 expenses (including reasonable fees of legal counsel) of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s Agents’ and Purchasers’ costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), fifth, 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 RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Recourse Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Convergys or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and YieldLetter, CP Costs, Yield (including yield accruing at the Default Rate), fourth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware Convergys or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all 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 CapitalInvested Amount, 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 Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Purchasers’ costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute such funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the asthe Servicer, second, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, third, ratably (to the payment extent applicable) to the ratable reduction of all accrued and unpaid fees under the Fee Letter and Yield, fourthAggregate Capital (without regard to any Termination Percentage),fourth , for the ratable payment of all other unpaid ObligationsObligations , provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifthfourth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, (to the making of a Reinvestment, sixth, extent applicable) to the ratable reduction of the Aggregate Capital, Capital (without regard to any Termination Percentage) and seventhfifth, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware 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 payment of all accrued and unpaid fees under the Fee Letter LetterLetters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Purchaser’s costs and expenses (including reasonable fees of legal counsel) of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and Letters, Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute fundsfunds to the applicable payee: FIFTH AMENDED AND RESTATED first, to the payment of the each Servicer’s reasonably and properly documented reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one provided no Seller nor any of its Affiliates is not then acting as the a Servicer, second, to the reimbursement of the Administrative Agent’s and the Purchasers’ costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital, 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 the Servicing Fee, when RPM-Delaware any Seller or one any of its Affiliates is acting as the a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestmentclause seventh hereof, sixth, to the ratable reduction of 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 Aggregate CapitalServicing Fee, to the extent not paid under clause fifth hereof, and seventheighth, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware SMC or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s costs of collection and enforcement of this Agreement, third, ratably to the Agent for the benefit of the Purchasers for payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware SMC or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s 's costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), fifth, 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 RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Recourse Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute such funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s or each of the Agents’ (as the case may be) costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and Yield, fourth, for the ratable payment of all other unpaid ObligationsObligations , provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifthfourth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, (to the making of a Reinvestment, sixth, extent applicable) to the ratable reduction of the Aggregate Capital, Capital (without regard to any Termination Percentage) and seventhfifth, 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 Agent, the Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be -------------------------- insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as ----------- --- applicable), the Servicer shall distribute funds: first, ratably to the payment of all accrued and unpaid fees under the ----- Fee Letter and Yield; second, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket ------ costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, Receivables if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, secondthird, to the reimbursement of the Administrative Collateral Agent’s 's and each ----- Managing Agent's costs of collection and enforcement of this Agreement, thirdfourth, ratably to (if applicable) in reduction of the payment of all accrued and unpaid fees under the Fee Letter and Yield, fourthAggregate Capital ------ 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 RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to ----- zero, to the Seller. Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.42.4 above, shall be shared ----------- ratably (within each priority) among the Administrative Agent Collateral Agent, the Managing Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer Servicers shall distribute fundsfunds to the applicable payee: first, to the payment of the each Servicer’s reasonably and properly documented reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one provided no Seller nor any of its Affiliates is not then acting as the a Servicer, second, to the reimbursement of the Administrative Agent’s and the Purchasers’ costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fifth amended and restated receivables purchase agreement fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital and the Term-out Period Advances, 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 the Servicing Fee, when RPM-Delaware any Seller or one any of its Affiliates is acting as the a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, and seventh, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable)3.4, the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one an Affiliate of its Affiliates the Seller is not then acting as the Servicer, second, to the reimbursement of the Administrative Deal Agent’s 's and each Managing Agent's costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid Yield, fourth, ratably to the payment of all accrued and unpaid fees under the Fee Letter and YieldLetter, fourthfifth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), sixth, 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 RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all 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 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 2.43.5, shall be shared ratably (within each priority) among the Administrative Agent Deal Agent, the Managing Agents and the Purchasers Investors in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s and the Purchasers’ costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters, CP Costs and Yield, fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.. THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute fundsfunds in the following order of priority: first, to the Servicer, in payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware 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 its reasonable costs of collection and enforcement of this AgreementAgreement on behalf of the Purchasers and (ii) to the Agents, in reimbursement of reasonable fees and expenses of a common legal counsel, or if such common legal counsel determines that it cannot continue representation due to a business or ethical conflict, separate legal counsel, representing Agents in connection with such collection and enforcement, third, to each of the Co-Agents, ratably to the in accordance with its Group’s respective Percentage, in payment of all accrued and unpaid fees under the Fee Letter Letter, CP Costs and YieldYield when and as due (to be shared ratably amongst the Purchasers in each Group in accordance with their respective shares thereof), fourth, for to each of the Co-Agents, ratably in accordance with its Group’s respective Percentage, in reduction (if applicable) of its Group’s Capital (to be shared ratably amongst the Purchasers in each Group in accordance with their respective shares thereof), fifth, to each of the Co-Agents, ratably in accordance with its Group’s respective Percentage, in ratable payment of all other unpaid ObligationsRecourse Obligations owing to such Group, provided that to the extent such Obligations relate to the 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 RPM-Delaware if Seller or one of its Affiliates is then acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds: first, to the payment of the Servicer’s reasonably and properly documented reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the ReceivablesReceivables , including the Servicing Fee, if RPM-Delaware Seller or one of its Affiliates is not then acting as the Servicer, second, to the reimbursement of the Administrative Agent’s costs of collection and enforcement of this Agreement, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letter, Jupiter Costs and Yield, fourthfourth (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage), 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 the Servicing Fee, when RPM-Delaware Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment, and sixth, to the ratable reduction of the Aggregate Capital, 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 and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.