Common use of Application of Proceeds from Collateral Clause in Contracts

Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Secured Party after an Event of Default arises, and all payments made hereunder subsequent to the acceleration of the Loans under Section 10 to the Administrative Agent and the Lenders (or otherwise received by such Persons), shall be applied as follows: first, to the Administrative Agent's reasonable costs and expenses, if any, incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition or other realization upon any Collateral and all amounts under Section 12.1, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer then due and payable pursuant to any of the Credit Documents, until the same shall have been paid in full; third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Documents, until the same shall have been paid in full; fourth, to the fees and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Loans, the Letter of Credit Exposure, any amounts owing in respect of the Bank Product Obligations and any amounts owing in respect of the Hedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the Secured Parties based on their respective pro rata shares of the aggregate amount of such Loans, Letter of Credit Exposure and Bank Product Obligations and amounts owing in respect of any such Hedging Obligations; sixth, to additional Cash Collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral held by the Administrative Agent pursuant to this Agreement is at least 103% of the Letter of Credit Exposure after giving effect to the foregoing clause fifth; and seventh, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdiction. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided that all amounts allocated to that portion of the Letter of Credit Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth shall be distributed to the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer and the Lenders as Cash Collateral for the Letter of Credit Exposure, such account to be administered in accordance with Section 3.7. All Cash Collateral for Letter of Credit Exposure shall be applied to satisfy drawings under the Letters of Credit as they occur; if any amount remains on deposit on Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds from Collateral. All proceeds from each sale ofNotwithstanding any other provisions of this Agreement, or other realization uponafter the occurrence and during the continuance of an Event of Default, all amounts collected or received (including by way of set-off) by the Administrative Agent or any part Lender on account of amounts outstanding under any of the Loan Documents or in respect of the Collateral by any Secured Party after an Event of Default arises, and all payments made hereunder subsequent to the acceleration of the Loans under Section 10 to the Administrative Agent and the Lenders (or otherwise received by such Persons), shall be applied paid over or delivered as follows: first, to the Administrative Agent's reasonable costs fees, indemnities and expenses, if any, incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition or other realization upon any Collateral and all amounts under Section 12.1, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer Issuing Bank then due and payable pursuant to any of the Credit Documents, until the same shall have been paid in full, allocated pro rata in accordance with the respective unpaid fees, indemnities and expenses; thirdsecond, to all the reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Documents, until the same shall have been paid in full, allocated pro rata among the Lenders based on their respective pro rata shares of the unpaid expenses; fourththird, to the accrued and unpaid interest and fees and interest then due and payable to the Lenders under the terms of this Agreement, until the same shall have been paid in full, allocated pro rata among the Lenders based on their respective pro rata shares of such unpaid interest and fees; fifthfourth, to the aggregate outstanding principal amount of the Loans, the Letter LC Exposure and the Net Xxxx-to-Market Exposure of Credit Exposure, any amounts owing in respect of the Bank Product Obligations and any amounts owing in respect of the Hedging Obligations that constitute Obligationsincurred in connection with this Agreement, until the same shall have been paid in full, allocated pro rata among the Secured Parties Lenders and those Affiliates of Lenders that hold Net Xxxx-to-Market Exposure based on their respective pro rata shares of the aggregate amount of such Loans, Letter of Credit LC Exposure and Bank Product Obligations and amounts owing in respect of any such Hedging ObligationsNet Xxxx-to-Market Exposure; sixthprovided, to additional Cash Collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral held by the Administrative Agent pursuant to this Agreement is at least 103% of the Letter of Credit Exposure after giving effect to the foregoing clause fifth; and seventhhowever, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdiction. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided that all amounts allocated to that portion of the Letter of Credit contingent LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth clause fourth shall be distributed to the Administrative Agent, rather than to the any Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer Issuing Bank and the Lenders as Cash Collateral cash collateral for the Letter of Credit such contingent LC Exposure, such account to be administered in accordance with Section 3.7. All Cash Collateral for Letter of Credit Exposure shall be applied to satisfy drawings under the Letters of Credit as they occur; if any amount remains on deposit on Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 for itself and its Affiliates as if a “Lender” party hereto2.23(g).

Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by the Administrative Agent or any Secured Party of the Lenders after an Event of Default arises, and all payments made hereunder subsequent to the acceleration of the Loans under Section 10 to the Administrative Agent and the Lenders (or otherwise received by such Persons), arises shall be applied as follows: first, to the reimbursable expenses of the Administrative Agent's reasonable costs and expenses, if any, Agent incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition sale or other realization upon any Collateral and all amounts under Section 12.1the Collateral, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer Issuing Bank then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; fourth, to the fees due and payable under Section 2.13(b) and (c) of the Credit Agreement and interest then due and payable under the terms of this the Credit Agreement, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Revolving Loans, the Letter of Credit Exposure, any amounts owing in respect LC Exposure and the Net Xxxx-to-Market Exposure of the Bank Product Obligations Borrower and any amounts owing in respect of its Restricted Subsidiaries, to the Hedging Obligations that constitute Obligationsextent owed to a Specified Hedge Provider and secured by Liens, until the same shall have been paid in full, allocated pro rata among the Secured Parties Lenders and any Affiliates of Lenders that hold Net Xxxx-to-Market Exposure based on their respective pro rata shares of the aggregate amount of such Revolving Loans, Letter of Credit LC Exposure and Bank Product Obligations and amounts owing in respect of any such Hedging ObligationsNet Xxxx-to-Market Exposure; sixth, to additional Cash Collateral cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral cash collateral held by the Administrative Agent pursuant to this Agreement is at least 103102% of the Letter of Credit LC Exposure after giving effect to the foregoing clause fifth; and seventh, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdictionBorrower. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided provided, however, that all amounts allocated to that portion of the Letter of Credit LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses clause fifth and sixth shall be distributed to the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer Issuing Bank and the Lenders as Cash Collateral cash collateral for the Letter of Credit LC Exposure, such account to be administered in accordance with Section 3.7. All Cash Collateral for Letter of Credit Exposure shall be applied to satisfy drawings under the Letters of Credit as they occur; if any amount remains on deposit on Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 for itself and its Affiliates as if a “Lender” party hereto2.22(g).

Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Secured Party after an Event of Default arises, and all payments made hereunder subsequent to the acceleration of the Loans under Section 10 to the Administrative Agent and the Lenders (or otherwise received by such Persons), shall be applied as follows: first, to the Administrative Agent's ’s reasonable costs and expenses, if any, incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition or other realization upon any Collateral and all amounts under Section 12.1, until the same shall have been paid in full; second, to the fees fees, all amounts owed pursuant to Erroneous Payment Subrogation Rights and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer then due and payable pursuant to any of the Credit Documents, until the same shall have been paid in full; third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Documents, until the same shall have been paid in full; fourth, to the fees and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Loans, the Letter of Credit Exposure, any amounts owing in respect of the Bank Product Obligations and any amounts owing in respect of the Hedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the Secured Parties based on their respective pro rata shares of the aggregate amount of such Loans, Letter of Credit Exposure and Bank Product Obligations and amounts owing in respect of any such Hedging Obligations; sixth, to additional Cash Collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral held by the Administrative Agent pursuant to this Agreement is at least 103% of the Letter of Credit Exposure after giving effect to the foregoing clause fifth; and seventh, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdiction. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided that all amounts allocated to that portion of the Letter of Credit Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth shall be distributed to the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer and the Lenders as Cash Collateral for the Letter of Credit Exposure, such account to be administered in accordance with Section 3.7. All Cash Collateral for Letter of Credit Exposure shall be applied to satisfy drawings under the Letters of Credit as they occur; if any amount remains on deposit on Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Secured Party after an Event of Default arises, and all payments made hereunder subsequent to the acceleration of the Loans under Section 10 to the Administrative Agent and or any of the Lenders (that occurs after the principal of and any accrued interest on the Loans have been declared, or otherwise received by such Persons)deemed to be, due and payable immediately pursuant to the last paragraph of Section 8.1 or after the Administrative Agent forecloses on any of the Collateral, shall be applied as follows: first, to the reimbursable expenses of the Administrative Agent's reasonable costs and expenses, if any, Agent incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition sale or other realization upon any the Collateral and all amounts under Section 12.1due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender Agent and the Letter of Credit Issuer Issuing Bank then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; fourth, to the fees due and payable under Section 2.15(b), (c) and (d) and interest then due and payable under the terms of this Agreementhereof, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Loans, the Letter of Credit Exposure, any amounts owing in respect LC Exposure and the Hedge/Cash Management Exposure of the Bank Product Obligations Borrower and any amounts owing in respect of its Subsidiaries, to the Hedging Obligations that constitute Obligationsextent secured pursuant to the Loan Documents, until the same shall have been paid in full, allocated pro rata among the Secured Parties Lenders and any Affiliates of Lenders that hold such Obligations based on their respective pro rata shares of the aggregate amount of such Loans, Letter of Credit Exposure and Bank Product Obligations and amounts owing in respect of any such Hedging Obligations; sixth, to additional Cash Collateral cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral cash collateral held by the Administrative Agent pursuant to this Agreement is at least 103equal to 102% of the Letter of Credit LC Exposure after giving effect to the foregoing clause fifth; seventh, all remaining Obligations, to the extent secured pursuant to the Loan Documents, until the same shall have been paid in full, allocated pro rata among the Lenders and seventhany Affiliates of Lenders that hold such Obligations based on their respective pro rata shares of the aggregate amount of such Obligations; and eighth, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdictionany other Loan Party entitled thereto. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided provided, however, that all amounts allocated to that portion of the Letter of Credit LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses clause fifth and sixth shall be distributed to the Administrative Agent, rather than to the Revolving Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer Issuing Bank and the Revolving Lenders as Cash Collateral cash collateral for the Letter of Credit LC Exposure, such account to be administered in accordance with Section 3.72.24(g). All Cash Collateral cash collateral for Letter of Credit LC Exposure shall be applied to satisfy drawings under the Letters of Credit as they occur; if any amount cash collateral remains on deposit on Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part Hedge/Cash Management Exposure of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor Borrower and (b) Bank Product Obligations and Hedging Obligations its Subsidiaries shall be excluded from the application described above if to the extent that the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 Article IX hereof for itself and its Affiliates as if a “"Lender” " party hereto. Notwithstanding the foregoing, amounts received from any Loan Party that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of such Loan Party.

Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Secured Party after an Event of Default arises, and all arises or any payments made hereunder subsequent to the acceleration of the Loans under Section 10 to the Administrative Agent and the Lenders (or otherwise received by such Persons), from any other source shall be applied as follows: (a) first, to the reimbursable expenses of the Administrative Agent's reasonable costs and expenses, if any, Agent incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition sale or other realization upon any Collateral and all amounts under Section 12.1the Collateral, until the same shall have been paid in full; (b) second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender Agent and the Letter of Credit Issuer Issuing Bank then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; (c) third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; (d) fourth, to the fees and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full; (e) fifth, to the aggregate outstanding principal amount of the Loans, the Letter of Credit LC Exposure, any amounts owing in respect of the Bank Product Obligations and any amounts owing in with respect of the to Hedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the Secured Parties based on their respective pro rata shares of the aggregate amount of such Loans, Letter of Credit Exposure and LC Exposure, Bank Product Obligations and amounts owing in respect of any such Hedging Obligations; (f) sixth, to additional Cash Collateral cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral cash collateral held by the Administrative Agent pursuant to this Agreement is at least 103105% of the Letter of Credit LC Exposure after giving effect to the foregoing clause fifth; and (g) seventh, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdiction. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided that all amounts allocated to that portion of the Letter of Credit LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth shall be distributed to the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer Issuing Bank and the Lenders as Cash Collateral cash collateral for the Letter of Credit LC Exposure, such account to be administered in accordance with Section 3.72.22(g). All Cash Collateral cash collateral for Letter of Credit LC Exposure shall be applied to satisfy drawings under the Letters of Credit as they occur; if any amount remains on deposit on Cash Collateral cash collateral after all Letters letters of Credit credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 for itself and its Affiliates as if a “Lender” party hereto.written

Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by the Administrative Agent or any Secured Party of the Lenders that occurs after an Event the principal of Default arisesand any accrued interest on the Loans, and all payments made hereunder subsequent other Obligations owing hereunder, have been declared, or deemed to be, due and payable immediately pursuant to the acceleration last paragraph of the Loans under Section 10 to 8.1 or after the Administrative Agent and forecloses on any of the Lenders (or otherwise received by such Persons)Collateral, shall be applied as follows: first, to the reimbursable expenses of the Administrative Agent's reasonable costs and expenses, if any, Agent incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition sale or other realization upon any the Collateral and all amounts under Section 12.1due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender Agent and the Letter of Credit Issuer Issuing Bank then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; fourth, to the fees due and payable under Section 2.15(b) and (c) and interest then due and payable under the terms of this Agreementhereof, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Loans, the Letter of Credit Exposure, any amounts owing in respect LC Exposure and the Hedge/Cash Management Exposure of the Bank Product Obligations Borrower and any amounts owing in respect of its Subsidiaries, to the Hedging Obligations that constitute Obligationsextent secured pursuant to the Loan Documents, until the same shall have been paid in full, allocated pro rata among the Secured Parties Lenders and any Affiliates of Lenders that hold such Obligations based on their respective pro rata shares of the aggregate amount of such Loans, Letter of Credit Exposure and Bank Product Obligations and amounts owing in respect of any such Hedging Obligations; sixth, to additional Cash Collateral cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral cash collateral held by the Administrative Agent pursuant to this Agreement is at least 103equal to 102% of the Letter of Credit LC Exposure after giving effect to the foregoing clause fifth; and seventh, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdiction. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided that all amounts allocated to that portion of the Letter of Credit Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth shall be distributed to the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer and the Lenders as Cash Collateral for the Letter of Credit Exposure, such account to be administered in accordance with Section 3.7. All Cash Collateral for Letter of Credit Exposure shall be applied to satisfy drawings under the Letters of Credit as they occur; if any amount remains on deposit on Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 for itself and its Affiliates as if a “Lender” party hereto.and

Application of Proceeds from Collateral. All proceeds from each sale ofNotwithstanding any other provisions of this Agreement, or other realization upon, all or any part after the occurrence and during the continuance of the Collateral by any Secured Party after an Event of Default arisesDefault, and all payments made hereunder subsequent to the acceleration amounts collected or received (including by way of the Loans under Section 10 to set-off) by the Administrative Agent and or any Lender on account of amounts outstanding under any of the Lenders (Loan Documents or otherwise received by such Persons), in respect of any Collateral shall be applied paid over or delivered as follows: first, to the Administrative Agent's reasonable costs fees, indemnities and expenses, if any, incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition or other realization upon any Collateral and all amounts under Section 12.1, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer Issuing Bank then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full, allocated pro rata in accordance with the respective unpaid fees, indemnities and expenses; thirdsecond, to all the reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full, allocated pro rata among the Lenders based on their respective pro rata shares of the unpaid expenses; fourththird, to the accrued and unpaid interest and fees and interest then due and payable to the Lenders under the terms of this Agreement, until the same shall have been paid in full, allocated pro rata among the Lenders based on their respective pro rata shares of such unpaid interest and fees; fifthfourth, to the aggregate outstanding principal amount of the Loans, the Letter LC Exposure and the Net Mark-to-Market Exposure of Credit Exposure, any amounts owing in respect of the Bank Product Obligations and any amounts owing in respect of the Hedging Obligations that constitute Obligationsincurred in connecxxxx with this Agreement, until the same shall have been paid in full, allocated pro rata among the Secured Parties Lenders and those Affiliates of Lenders that hold Net Mark-to-Market Exposure based on their respective pro rata shares of the ox xhe aggregate amount of such Loans, Letter of Credit LC Exposure and Bank Product Obligations and amounts owing in respect of any such Hedging ObligationsNet Mark-to-Market Exposure; sixthprovided, to additional Cash Collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral held by the Administrative Agent pursuant to this Agreement is at least 103% of the Letter of Credit Exposure after giving effect to the foregoing clause fifth; and seventhhowever, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdiction. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided that all amounts allocated alloxxxxd to that portion of the Letter of Credit contingent LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth clause fourth shall be distributed to the Administrative Agent, rather than to the any Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer Issuing Bank and the Lenders as Cash Collateral cash collateral for the Letter of Credit such contingent LC Exposure, such account to be administered in accordance with Section 3.72.21(g). All Cash Notwithstanding anything to the contrary contained herein or in any other Loan Document, the net proceeds realized by the Administrative Agent upon a sale or other disposition of the Collateral of HEICO Aerospace Holdings Corp., or any part thereof, after deduction of the expenses of retaking, holding, preparing for Letter of Credit Exposure sale, selling or the like, and reasonable attorneys' fees and other expenses incurred by the Administrative Agent shall be applied to satisfy drawings under payment of (or held as a reserve against) the Letters of Credit as they occur; if any amount remains on deposit on Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if anywhether or not then due, and in such order of application as provided herein, notwithstanding the existence of any other security interests in the order set forth above. Notwithstanding Collateral, subject to the foregoingprovisions of Article 18 of that certain Shareholders Agreement dated as of October 30, (a) no amount received from any Guarantor (including any proceeds of any sale of1997 by and among HEICO Aerospace Holdings Corp., the Borrower and Lufthansa Technik AG, as in effect on the date hereof, or other realization upon, all or any part as otherwise amended from time to time in a manner that is not adverse to the interests of the Collateral owned by such Guarantor) shall be applied Lenders and the Administrative Agent, if applicable and to any Excluded Swap Obligation of such Guarantor the extent legally enforceable, and (b) Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereofshall account to HEICO Aerospace Holdings Corp. for any surplus realized upon such sale or other disposition, together with such supporting documentation as the Administrative Agent may requestafter satisfaction of all creditors, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 HEICO Aerospace Holdings Corp. shall remain liable for itself and its Affiliates as if a “Lender” party heretoany deficiency.

Application of Proceeds from Collateral. All proceeds from each sale ofNotwithstanding any other provisions of this Agreement, or other realization uponafter the occurrence and during the continuance of an Event of Default, all amounts collected or received (including by way of set-off) by the Administrative Agent or any part Lender on account of amounts outstanding under any of the Loan Documents or in respect of the Collateral by any Secured Party after an Event of Default arises, and all payments made hereunder subsequent to the acceleration of the Loans under Section 10 to the Administrative Agent and the Lenders (or otherwise received by such Persons), shall be applied paid over or delivered as follows: first, to the Administrative Agent's reasonable costs fees, indemnities and expenses, if any, incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition or other realization upon any Collateral and all amounts under Section 12.1, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer Issuing Bank then due and payable pursuant to any of the Credit Documents, until the same shall have been paid in full, allocated pro rata in accordance with the respective unpaid fees, indemnities and expenses; thirdsecond, to all the reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Documents, until the same shall have been paid in full, allocated pro rata among the Lenders based on their respective pro rata shares of the unpaid expenses; fourththird, to the accrued and unpaid interest and fees and interest then due and payable to the Lenders under the terms of this Agreement, until the same shall have been paid in full, allocated pro rata among the Lenders based on their respective pro rata shares of such unpaid interest and fees; fifthfourth, to the aggregate outstanding principal amount of the Loans, the Letter LC Exposure and the Net Mark-to-Market Exposure of Credit Exposure, any amounts owing in respect of the Bank Product Obligations and any amounts owing in respect of the Hedging Obligations that constitute Obligationsincurred in connectiox xxth this Agreement, until the same shall have been paid in full, allocated pro rata among the Secured Parties Lenders and those Affiliates of Lenders that hold Net Mark-to-Market Exposure based on their respective pro rata shares of the xxx aggregate amount of such Loans, Letter of Credit LC Exposure and Bank Product Obligations and amounts owing in respect of any such Hedging ObligationsNet Mark-to-Market Exposure; sixthprovided, to additional Cash Collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral held by the Administrative Agent pursuant to this Agreement is at least 103% of the Letter of Credit Exposure after giving effect to the foregoing clause fifth; and seventhhowever, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdiction. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided that all amounts allocated to that portion of allocatxx xo the Letter of Credit contingent LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth clause fourth shall be distributed to the Administrative Agent, rather than to the any Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer Issuing Bank and the Lenders as Cash Collateral cash collateral for the Letter of Credit such contingent LC Exposure, such account to be administered in accordance with Section 3.72.23(g). All Cash Notwithstanding anything to the contrary contained herein or in any other Loan Document, the net proceeds realized by the Administrative Agent upon a sale or other disposition of the Collateral of HEICO Aerospace Holdings Corp., or any part thereof, after deduction of the expenses of retaking, holding, preparing for Letter of Credit Exposure sale, selling or the like, and reasonable attorneys' fees and other expenses incurred by the Administrative Agent shall be applied to satisfy drawings under payment of (or held as a reserve against) the Letters of Credit as they occur; if any amount remains on deposit on Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if anywhether or not then due, and in such order of application as provided herein, notwithstanding the existence of any other security interests in the order set forth above. Notwithstanding Collateral, subject to the foregoingprovisions of Article 18 of that certain Shareholders Agreement dated as of October 30, (a) no amount received from any Guarantor (including any proceeds of any sale of1997 by and among HEICO Aerospace Holdings Corp., the Borrower and Lufthansa Technik AG, as in effect on the date hereof, or other realization upon, all or any part as otherwise amended from time to time in a manner that is not adverse to the interests of the Collateral owned by such Guarantor) shall be applied Lenders and the Administrative Agent, if applicable and to any Excluded Swap Obligation of such Guarantor the extent legally enforceable, and (b) Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereofshall account to HEICO Aerospace Holdings Corp. for any surplus realized upon such sale or other disposition, together with such supporting documentation as the Administrative Agent may requestafter satisfaction of all creditors, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 HEICO Aerospace Holdings Corp. shall remain liable for itself and its Affiliates as if a “Lender” party heretoany deficiency.

Application of Proceeds from Collateral. All proceeds from each sale ofNotwithstanding any other provisions of this Agreement, or other realization upon, all or any part after the occurrence and during the continuance of the Collateral by any Secured Party after an Event of Default arisesDefault, and all payments made hereunder subsequent to the acceleration amounts collected or received (including by way of the Loans under Section 10 to set-off) by the Administrative Agent and or any Lender on account of amounts outstanding under any of the Lenders (Loan Documents or otherwise received by such Persons), in respect of any Collateral shall be applied paid over or delivered as follows: first, to the Administrative Agent's reasonable costs fees, indemnities and expenses, if any, incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition or other realization upon any Collateral and all amounts under Section 12.1, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer Issuing Bank then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full, allocated pro rata in accordance with the respective unpaid fees, indemnities and expenses; thirdsecond, to all the reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full, allocated pro rata among the Lenders based on their respective pro rata shares of the unpaid expenses; fourththird, to the accrued and unpaid interest and fees and interest then due and payable to the Lenders under the terms of this Agreement, until the same shall have been paid in full, allocated pro rata among the Lenders based on their respective pro rata shares of such unpaid interest and fees; fifthfourth, to the aggregate outstanding principal amount of the Loans, the Letter of Credit LC Exposure, any amounts owing in respect of the Bank Product Obligations and any amounts owing in respect the Net Xxxx-to-Market Exposure of the Hedging Obligations that constitute Obligationsincurred in connection with this Agreement, until the same shall have been paid in full, allocated pro rata among the Secured Parties Lenders and those Affiliates of Lenders that hold Net Xxxx-to-Market Exposure based on their respective pro rata shares of the aggregate amount of such Loans, Letter of Credit Exposure and LC Exposure, the Bank Product Obligations and amounts owing in respect of any such Hedging ObligationsNet Xxxx-to-Market Exposure; sixthprovided, to additional Cash Collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral held by the Administrative Agent pursuant to this Agreement is at least 103% of the Letter of Credit Exposure after giving effect to the foregoing clause fifth; and seventhhowever, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdiction. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided that all amounts allocated to that portion of the Letter of Credit contingent LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth clause fourth shall be distributed to the Administrative Agent, rather than to the any Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer Issuing Bank and the Lenders as Cash Collateral cash collateral for the Letter of Credit such contingent LC Exposure, such account to be administered in accordance with Section 3.72.21(g). All Cash Notwithstanding anything to the contrary contained herein or in any other Loan Document, the net proceeds realized by the Administrative Agent upon a sale or other disposition of the Collateral of HEICO Aerospace Holdings Corp., Seal Dynamic LLC, and IRCameras LLC or any part thereof, after deduction of the expenses of retaking, holding, preparing for Letter of Credit Exposure sale, selling or the like, and reasonable attorneys’ fees and other expenses incurred by the Administrative Agent shall be applied to satisfy drawings under payment of (or held as a reserve against) the Letters of Credit as they occur; if any amount remains on deposit on Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if anywhether or not then due, and in such order of application as provided herein, notwithstanding the existence of any other security interests in the order set forth above. Notwithstanding Collateral, subject to the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale provisions of, as applicable, Article 18 of that certain Shareholders Agreement dated as of October 30, 1997 by and among HEICO Aerospace Holdings Corp., the Borrower and Lufthansa Technik AG, the provisions of Section 2.04 of that certain Amended and Restated Limited Liability Company Agreement of Seal Dynamics LLC dated as of November 1, 2005 by and among HEICO Aerospace Holdings Corp., DJS Holdings Inc. and PTR Capital LLC and the provisions of Sections 8.02 and 9.02 of that certain Amended and Restated Operating Agreement of IRCameras LLC, to be executed as of December, 2011 in form and substance substantially similar to the draft provided to the Administrative Agent, each as in effect on the date hereof, or other realization upon, all or any part as otherwise amended from time to time in a manner that is not adverse to the interests of the Collateral owned by such Guarantor) shall be applied Lenders and the Administrative Agent, if applicable and to any Excluded Swap Obligation of such Guarantor the extent legally enforceable, and (b) Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereofshall account to HEICO Aerospace Holdings Corp. for any surplus realized upon such sale or other disposition, together with such supporting documentation as the Administrative Agent may requestafter satisfaction of all creditors, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 HEICO Aerospace Holdings Corp. shall remain liable for itself and its Affiliates as if a “Lender” party heretoany deficiency.

Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Secured Party after an Event of Default arises, and all payments made hereunder subsequent to the acceleration of the Loans under Section 10 to the Administrative Agent and or any of the Lenders (that occurs after the principal of and any accrued interest on the Loans have been declared, or otherwise received by such Persons)deemed to be, due and payable immediately pursuant to the last paragraph of Section 8.1 or after the Administrative Agent forecloses on any of the Collateral, shall be applied as follows: first, to the reimbursable expenses of the Administrative Agent's reasonable costs and expenses, if any, Agent incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition sale or other realization upon any the Collateral and all amounts under Section 12.1due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender Agent and the Letter of Credit Issuer Issuing Bank then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; fourth, to the fees due and payable under Section 2.15(b) and (c) and interest then due and payable under the terms of this Agreementhereof, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Loans, the Letter of Credit Exposure, any amounts owing in respect LC Exposure and the Hedge/Cash Management Exposure of the Bank Product Obligations Borrower and any amounts owing in respect of its Subsidiaries, to the Hedging Obligations that constitute Obligationsextent secured pursuant to the Loan Documents, until the same shall have been paid in full, allocated pro rata among the Secured Parties Lenders and any Affiliates of Lenders that hold such Obligations based on their respective pro rata shares of the aggregate amount of such Loans, Letter of Credit Exposure and Bank Product Obligations and amounts owing in respect of any such Hedging Obligations; sixth, to additional Cash Collateral cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral cash collateral held by the Administrative Agent pursuant to this Agreement is at least 103equal to 102% of the Letter of Credit LC Exposure after giving effect to the foregoing clause fifth; and seventh, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdictionany other Loan Party entitled thereto. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided provided, however, that all amounts allocated to that portion of the Letter of Credit LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses clause fifth and sixth shall be distributed to the Administrative Agent, rather than to the Revolving Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer Issuing Bank and the Revolving Lenders as Cash Collateral cash collateral for the Letter of Credit LC Exposure, such account to be administered in accordance with Section 3.72.24(g). All Cash Collateral cash collateral for Letter of Credit LC Exposure shall be applied to satisfy drawings under the Letters of Credit as they occur; if any amount cash collateral remains on deposit on Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part Hedge/Cash Management Exposure of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor Borrower and (b) Bank Product Obligations and Hedging Obligations its Subsidiaries shall be excluded from the application described above if to the extent that the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 Article IX hereof for itself and its Affiliates as if a “"Lender” " party hereto. Notwithstanding the foregoing, amounts received from any Loan Party that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of such Loan Party.

Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Secured Party after an Event of Default arises, and all payments made hereunder subsequent to the acceleration of the Loans under Section 10 to the Administrative Agent and the Lenders (or otherwise received by such Persons), shall be applied as follows: first, to the Administrative Agent's reasonable costs and expenses, if any, incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition or other realization upon any Collateral and all amounts under Section 12.1, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer then due and payable pursuant to any of the Credit Documents, until the same shall have been paid in full; third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Documents, until the same shall have been paid in full; fourth, to the fees and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Loans, the Letter of Credit Exposure, any amounts owing in respect of the Bank Product Obligations and any amounts owing in respect of the Hedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the Secured Parties based on their respective pro rata shares of the aggregate amount of such Loans, Letter of Credit Exposure and Bank Product Obligations and amounts owing in respect of any such Hedging Obligations; sixth, to additional Cash Collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral held by the Administrative Agent pursuant to this Agreement is at least 103% of the Letter of Credit Exposure after giving effect to the foregoing clause fifth; and seventh, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdiction. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided that all amounts allocated to that portion of the Letter of Credit Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth shall be distributed to the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer and the Lenders as Cash Collateral for the Letter of Credit Exposure, such account to be administered in accordance with Section 3.7. All Cash Collateral for Letter of Credit Exposure shall be applied to satisfy drawings under the Letters of Credit as they occur; if any amount remains on LEGAL02/38433738v11 deposit on Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds from Collateral. All proceeds from As to each sale of, or other realization uponBorrower, all proceeds received by the Administrative Agent from the sale or disposition of any part of the Direct Collateral furnished by any Secured Party such Borrower pursuant to this Agreement or Indirect Collateral furnished by Conseco pursuant to the Conseco Guaranty shall be applied by the Administrative Agent in the following order after an Event receipt thereof: First: to the payment of Default arisesall of the reasonable costs and expenses of the Administrative Agent in connection with (a) the administration, sale or disposition of such Direct Collateral or Indirect Collateral, as the case may be, and all payments made hereunder subsequent (b) the administration and enforcement of this Agreement and the other Loan Documents, to the acceleration of the Loans under Section 10 extent that such costs and expenses shall not have been reimbursed to the Administrative Agent and the Lenders (or otherwise received by relate to such Persons), shall be applied as followsBorrower's Loans; Second: first, to the Administrative Agent's reasonable costs payment in full of all accrued and expenses, if any, incurred in connection with unpaid interest on the collection Loans of such paymentBorrower, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition or other realization upon any Collateral and all amounts under Section 12.1, until the same shall have been paid in full; second, then to the fees and other reimbursable expenses payment in full of all unpaid principal of the Administrative AgentLoans of such Borrower, the Swingline Lender and the Letter of Credit Issuer then due and payable pursuant to any remaining Liabilities of such Borrower; Third: the Credit Documents, until the same shall have been paid in full; third, to all reimbursable expensesbalance, if any, of the Lenders then due and payable pursuant such proceeds shall be paid to any of the Credit Documents, until the same shall have been paid in full; fourthsuch Borrower, to the fees such Borrower's heirs and interest then due and payable under the terms of this Agreementassigns, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Loans, the Letter of Credit Exposure, any amounts owing in respect of the Bank Product Obligations and any amounts owing in respect of the Hedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the Secured Parties based on their respective pro rata shares of the aggregate amount of such Loans, Letter of Credit Exposure and Bank Product Obligations and amounts owing in respect of any such Hedging Obligations; sixth, to additional Cash Collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral held by the Administrative Agent pursuant to this Agreement is at least 103% of the Letter of Credit Exposure after giving effect to the foregoing clause fifth; and seventh, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdiction. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided that all amounts allocated to that portion of the Letter of Credit Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth shall be distributed to the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer and the Lenders as Cash Collateral for the Letter of Credit Exposure, such account to be administered in accordance with Section 3.7. All Cash Collateral for Letter of Credit Exposure shall be applied to satisfy drawings under the Letters of Credit as they occur; if any amount remains on deposit on Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth abovejurisdiction may direct. Notwithstanding the foregoing, (aw) no amount received from any Guarantor the proceeds of CCPA Collateral shall be applied as set forth in the Amended and Restated Cash Collateral Agreement, (including any x) the proceeds of the Additional Collateral shall be applied as set forth in the AC Pledge Agreement, (y) the proceeds of any sale of, or other realization upon, all or any part of collateral pledged pursuant to the Collateral owned by such Guarantor) Subordinated Pledge Agreement Re 1998 Shares shall be applied to any Excluded Swap Obligation of such Guarantor as set forth therein, and (bz) Bank Product Obligations and Hedging Obligations the proceeds of the Subordinated Pledge Agreement Re 1999 Shares shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation applied as the Administrative Agent may request, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 for itself and its Affiliates as if a “Lender” party heretoset forth therein.

Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Secured Party after an Event of Default arises, and all payments made hereunder subsequent to the acceleration of the Loans under Section 10 to the Administrative Agent and the Lenders (or otherwise received by such Persons), arises shall be applied as follows: 138 (a) first, to the reimbursable expenses of the Administrative Agent's reasonable costs and expenses, if any, Agent incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition sale or other realization upon any Collateral and all amounts under Section 12.1the Collateral, until the same shall have been paid in full; (b) second, to the fees fees, all amounts owed pursuant to Erroneous Payment Subrogation Rights, and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer each Issuing Bank then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; (c) third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; (d) fourth, to the fees and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full; (e) fifth, to the aggregate outstanding principal amount of the Loans, the Letter of Credit LC Exposure, any amounts owing in respect of the Bank Product Obligations and any amounts owing in respect of the Hedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the Secured Parties based on their respective pro rata shares of the aggregate amount of such Loans, Letter of Credit Exposure and LC Exposure, Bank Product Obligations and amounts owing in respect of any such Hedging Obligations; (f) sixth, to additional Cash Collateral cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral cash collateral held by the Administrative Agent pursuant to this Agreement is at least 103% of the Letter of Credit LC Exposure after giving effect to the foregoing clause fifth; and (g) seventh, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdiction. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided that all amounts allocated to that portion of the Letter of Credit LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth shall be distributed to the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer each Issuing Bank and the Lenders as Cash Collateral cash collateral for the Letter of Credit LC Exposure, such account to be administered in accordance with Section 3.72.22(g). All Cash Collateral cash collateral for Letter of Credit LC Exposure shall be applied to satisfy drawings under the Letters of Credit as they occur; if any amount remains on deposit on Cash Collateral cash collateral after all Letters letters of Credit credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 for itself and its Affiliates as if a “Lender” party hereto.have

Application of Proceeds from Collateral. All proceeds from each sale ofNotwithstanding any other provisions of this Agreement, or other realization uponafter the occurrence and during the continuance of an Event of Default, all amounts collected or received (including by way of set-off) by the Administrative Agent or any part Lender on account of amounts outstanding under any of the Loan Documents or in respect of the Collateral by any Secured Party after an Event of Default arises, and all payments made hereunder subsequent to the acceleration of the Loans under Section 10 to the Administrative Agent and the Lenders (or otherwise received by such Persons), shall be applied paid over or delivered as follows: first, to the Administrative Agent's reasonable costs fees, indemnities and expenses, if any, incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition or other realization upon any Collateral and all amounts under Section 12.1, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer Issuing Bank then due and payable pursuant to any of the Credit Documents, until the same shall have been paid in full, allocated pro rata in accordance with the respective unpaid fees, indemnities and expenses; thirdsecond, to all the reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Documents, until the same shall have been paid in full, allocated pro rata among the Lenders based on their respective pro rata shares of the unpaid expenses; fourththird, to the accrued and unpaid interest and fees and interest then due and payable to the Lenders under the terms of this Agreement, until the same shall have been paid in full, allocated pro rata among the Lenders based on their respective pro rata shares of such unpaid interest and fees; fifthfourth, to the aggregate outstanding principal amount of the Loans, the Letter LC Exposure and the Net Mark-to-Market Exposure of Credit Exposure, any amounts owing in respect of the Bank Product Obligations and any amounts owing in respect of the Hedging Obligations that constitute Obligationsincurred in connectiox xxth this Agreement, until the same shall have been paid in full, allocated pro rata among the Secured Parties Lenders and those Affiliates of Lenders that hold Net Mark-to-Market Exposure based on their respective pro rata shares of the xxx aggregate amount of such Loans, Letter of Credit LC Exposure and Bank Product Obligations and amounts owing in respect of any such Hedging ObligationsNet Mark-to-Market Exposure; sixthprovided, to additional Cash Collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral held by the Administrative Agent pursuant to this Agreement is at least 103% of the Letter of Credit Exposure after giving effect to the foregoing clause fifth; and seventhhowever, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdiction. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided that all amounts allocated to that portion of allocatxx xo the Letter of Credit contingent LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth clause fourth shall be distributed to the Administrative Agent, rather than to the any Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer Issuing Bank and the Lenders as Cash Collateral cash collateral for the Letter of Credit such contingent LC Exposure, such account to be administered in accordance with Section 3.72.22(g). All Cash Notwithstanding anything to the contrary contained herein or in any other Loan Document, the net proceeds realized by the Administrative Agent upon a sale or other disposition of the Collateral of HEICO Aerospace Holdings Corp., or any part thereof, after deduction of the expenses of retaking, holding, preparing for Letter of Credit Exposure sale, selling or the like, and reasonable attorneys' fees and other expenses incurred by the Administrative Agent shall be applied to satisfy drawings under payment of (or held as a reserve against) the Letters of Credit as they occur; if any amount remains on deposit on Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if anywhether or not then due, and in such order of application as provided herein, notwithstanding the existence of any other security interests in the order set forth above. Notwithstanding Collateral, subject to the foregoingprovisions of Article 18 of that certain Shareholders Agreement dated as of October 30, (a) no amount received from any Guarantor (including any proceeds of any sale of1997 by and among HEICO Aerospace Holdings Corp., the Borrower and Lufthansa Technik AG, as in effect on the date hereof, or other realization upon, all or any part as otherwise amended from time to time in a manner that is not adverse to the interests of the Collateral owned by such Guarantor) shall be applied Lenders and the Administrative Agent, if applicable and to any Excluded Swap Obligation of such Guarantor the extent legally enforceable, and (b) Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereofshall account to HEICO Aerospace Holdings Corp. for any surplus realized upon such sale or other disposition, together with such supporting documentation as the Administrative Agent may requestafter satisfaction of all creditors, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 HEICO Aerospace Holdings Corp. shall remain liable for itself and its Affiliates as if a “Lender” party heretoany deficiency.

Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by the Administrative Agent or any Secured Party after of the Lenders during the existence of an Event of Default arises, and all payments made hereunder subsequent to the acceleration of the Loans under Section 10 to the Administrative Agent and the Lenders (or otherwise received by such Persons), shall be applied as follows: first, to the reimbursable expenses of the Administrative Agent's reasonable costs and expenses, if any, Agent incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition sale or other realization upon any Collateral and all amounts under Section 12.1the Collateral, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer Issuing Bank then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; fourth, to the fees due and payable under clauses (b) and (c) of Section 2.14 of this Agreement and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Loans, the Letter unreimbursed amount of Credit Exposureany drawings under Letters of Credit, any amounts owing in respect and, to the extent secured by Liens, the Net Xxxx-to-Market Exposure of the Bank Product Obligations Borrower and any amounts owing in respect of the Hedging Obligations that constitute ObligationsSubsidiary Loan Parties, until the same shall have been paid in full, allocated pro rata among the Secured Parties Lenders and any Affiliates of Lenders that hold Net Xxxx-to-Market Exposure based on their respective pro rata shares of the aggregate amount of such Loans, Letter of Credit LC Exposure and Bank Product Obligations and amounts owing in respect of any such Hedging ObligationsNet Xxxx-to-Market Exposure; sixth, to additional Cash Collateral cash collateral for the aggregate amount of available to be drawn under all outstanding Letters of Credit until the aggregate amount of all Cash Collateral cash collateral held by the Administrative Agent pursuant to this Agreement is at least equal to 103% of the Letter aggregate amount available to be drawn under all outstanding Letters of Credit Exposure after giving effect Credit; seventh, to all other Obligations until the foregoing clause fifthsame shall have been paid in full; and seventh, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdictionother parties lawfully entitled thereto. All amounts allocated pursuant to the foregoing clauses third second through fifth seventh to the Lenders as a result of amounts owed to the Lenders under the Credit Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided provided, however, that all amounts allocated to that portion of the Letter of Credit LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses clause fifth and sixth shall be distributed to the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer Issuing Bank and the Lenders as Cash Collateral cash collateral for the Letter of Credit LC Exposure, such account to be administered in accordance with Section 3.72.22(g). All Cash Collateral THE ADMINISTRATIVE AGENT Appointment of the Administrative Agent. Each Lender irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder or under the other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent or attorney-in-fact and the Related Parties of the Administrative Agent, any such sub-agent and any such attorney-in-fact and shall apply to their respective activities in connection with the syndication of the credit facilities provided for Letter herein as well as activities as the Administrative Agent. The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit Exposure issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Bank with respect thereto; provided, that the Issuing Bank shall have all the benefits and immunities (i) provided to the Administrative Agent in this Article with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be applied issued by it and the application and agreements for letters of credit pertaining to satisfy drawings under the Letters of Credit as they occur; fully as if any amount remains on deposit on Cash Collateral after all Letters of Credit have either been fully drawn the term "Administrative Agent" as used in this Article included the Issuing Bank with respect to such acts or expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor omissions and (bii) Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together as additionally provided in this Agreement with such supporting documentation as the Administrative Agent may request, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant respect to the terms of Section 11 for itself and its Affiliates as if a “Lender” party heretoIssuing Bank.

Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Secured Party after an Event of Default arises, and all payments made hereunder subsequent to the acceleration of the Loans under Section 10 to the Administrative Agent and or any of the Lenders (that occurs after the principal of and any accrued interest on the Loans have been declared, or otherwise received by such Persons)deemed to be, due and payable immediately pursuant to the last paragraph of Section 8.1 or after the Administrative Agent forecloses on any of the Collateral, shall be applied as follows: first, to the reimbursable expenses of the Administrative Agent's reasonable costs and expenses, if any, Agent incurred in connection with the collection of such payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition sale or other realization upon any the Collateral and all amounts under Section 12.1due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender Agent and the Letter of Credit Issuer Issuing Bank then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Credit Loan Documents, until the same shall have been paid in full; fourth, to the fees due and payable under Section 2.15(b) and (c) and interest then due and payable under the terms of this Agreementhereof, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Loans, the Letter of Credit Exposure, any amounts owing in respect LC Exposure and the Hedge/Cash Management Exposure of the Bank Product Obligations Borrower and any amounts owing in respect of its Subsidiaries, to the Hedging Obligations that constitute Obligationsextent secured pursuant to the Loan Documents, until the same shall have been paid in full, allocated pro rata among the Secured Parties Lenders and any Affiliates of Lenders that hold such Obligations based on their respective pro rata shares of the aggregate amount of such Loans, Letter of Credit Exposure and Bank Product Obligations and amounts owing in respect of any such Hedging Obligations; sixth, to additional Cash Collateral cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral cash collateral held by the Administrative Agent pursuant to this Agreement is at least 103equal to 102% of the Letter of Credit LC Exposure after giving effect to the foregoing clause fifth; and seventh, to the extent any proceeds remain, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise provided by a court of competent jurisdiction. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Credit Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided that all amounts allocated to that portion of the Letter of Credit Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth shall be distributed to the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Letter of Credit Issuer and the Lenders as Cash Collateral for the Letter of Credit Exposure, such account to be administered in accordance with Section 3.7. All Cash Collateral for Letter of Credit Exposure shall be applied to satisfy drawings under the Letters of Credit as they occur; if any amount remains on deposit on Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Lender-Related Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Lender-Related Bank Product Provider or Lender-Related Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 11 for itself and its Affiliates as if a “Lender” party hereto.and