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 the Administrative Agent or any of the Lenders after an Event of Default arises shall be applied as follows: first, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateral, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, Swingline Lender and the Issuing Bank then due and payable pursuant to any of the 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 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 the Credit Agreement, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure and the Net Xxxx-to-Market Exposure of the Borrower and its Restricted Subsidiaries, to the extent owed to a Specified Hedge Provider and secured by Liens, until the same shall have been paid in full, allocated pro rata among the 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, LC Exposure and Net Xxxx-to-Market Exposure; 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 102% of the LC Exposure after giving effect to the foregoing clause fifth; and to the extent any proceeds remain, to the Borrower. 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 Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to 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 Issuing Bank and the Lenders as cash collateral for the LC Exposure, such account to be administered in accordance with Section 2.22(g).

Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by the Administrative Agent or any of the Lenders Secured Party after an Event of Default arises 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 Agent’s reasonable costs and expenses, if any, incurred in connection with the collection of such sale payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition or other realization upon the Collateralany 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 Issuing Bank Letter of Credit Issuer then due and payable pursuant to any of the Loan 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 Loan Credit 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 the Credit this Agreement, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure and the Net Xxxx-to-Market Exposure Letter of Credit Exposure, any amounts owing in respect of the Borrower Bank Product Obligations and its Restricted Subsidiaries, to any amounts owing in respect of the extent owed to a Specified Hedge Provider and secured by LiensHedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the Lenders and any Affiliates of Lenders that hold Net Xxxx-to-Market Exposure Secured Parties based on their respective pro rata shares of the aggregate amount of such Revolving Loans, LC Letter of Credit Exposure and Net Xxxx-to-Market ExposureBank 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 102103% of the LC 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 BorrowerBorrower 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 Loan Credit Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, provided that all amounts allocated to that portion of the LC Letter of Credit Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clause 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 Issuing Bank Letter of Credit Issuer and the Lenders as cash collateral Cash Collateral for the LC Letter of Credit Exposure, such account to be administered in accordance with Section 2.22(g)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 any part received (including by way of the Collateral set-off) by the Administrative Agent or any Lender on account of amounts outstanding under any of the Lenders after an Event Loan Documents or in respect of Default arises the Collateral shall be applied paid over or delivered as follows: first, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateralfees, until the same shall have been paid in full; second, to the fees indemnities and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Issuing Bank then due and payable pursuant to any of the Loan 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 Loan 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 due and payable under Section 2.13(b) and (c) of to the Credit Agreement and interest then due and payable Lenders under the terms of the Credit 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 Revolving Loans, the LC Exposure and the Net Xxxx-to-Market Exposure of the Borrower and its Restricted Subsidiaries, to the extent owed to a Specified Hedge Provider and secured by LiensHedging Obligations incurred in connection with this Agreement, until the same shall have been paid in full, allocated pro rata among the Lenders and any those 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, LC Exposure and Net Xxxx-to-Market Exposure; 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 102% of the LC Exposure after giving effect to the foregoing clause fifth; and to the extent any proceeds remain, to the Borrower. 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 Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, that all amounts allocated to that portion of the contingent LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clause fifth and sixth 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 Issuing Bank and the Lenders as cash collateral for the such contingent LC Exposure, such account to be administered in accordance with Section 2.22(g2.23(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 of the Lenders Secured Party after an Event of Default arises 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 Agent's reasonable costs and expenses, if any, incurred in connection with the collection of such sale payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition or other realization upon the Collateralany 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 Issuing Bank Letter of Credit Issuer then due and payable pursuant to any of the Loan 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 Loan Credit 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 the Credit this Agreement, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure and the Net Xxxx-to-Market Exposure Letter of Credit Exposure, any amounts owing in respect of the Borrower Bank Product Obligations and its Restricted Subsidiaries, to any amounts owing in respect of the extent owed to a Specified Hedge Provider and secured by LiensHedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the Lenders and any Affiliates of Lenders that hold Net Xxxx-to-Market Exposure Secured Parties based on their respective pro rata shares of the aggregate amount of such Revolving Loans, LC Letter of Credit Exposure and Net Xxxx-to-Market ExposureBank 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 102103% of the LC 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 BorrowerBorrower 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 Loan Credit Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, provided that all amounts allocated to that portion of the LC Letter of Credit Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clause 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 Issuing Bank Letter of Credit Issuer and the Lenders as cash collateral Cash Collateral for the LC Letter of Credit Exposure, such account to be administered in accordance with Section 2.22(g)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 the Administrative Agent or any of the Lenders Secured Party after an Event of Default arises 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 Agent's reasonable costs and expenses, if any, incurred in connection with the collection of such sale payment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale, disposition or other realization upon the Collateralany 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 Issuing Bank Letter of Credit Issuer then due and payable pursuant to any of the Loan 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 Loan Credit 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 the Credit this Agreement, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure and the Net Xxxx-to-Market Exposure Letter of Credit Exposure, any amounts owing in respect of the Borrower Bank Product Obligations and its Restricted Subsidiaries, to any amounts owing in respect of the extent owed to a Specified Hedge Provider and secured by LiensHedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the Lenders and any Affiliates of Lenders that hold Net Xxxx-to-Market Exposure Secured Parties based on their respective pro rata shares of the aggregate amount of such Revolving Loans, LC Letter of Credit Exposure and Net Xxxx-to-Market ExposureBank 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 102103% of the LC 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 BorrowerBorrower 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 Loan Credit Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, provided that all amounts allocated to that portion of the LC Letter of Credit Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clause 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 Issuing Bank Letter of Credit Issuer and the Lenders as cash collateral Cash Collateral for the LC Letter of Credit Exposure, such account to be administered in accordance with Section 2.22(g)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 each sale of, or other realization upon, all or any part of the Collateral by the Administrative Agent or any of the Lenders that occurs after an Event the principal of Default arises and any accrued interest on the Loans have been declared, or 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 incurred in connection with such sale or other realization upon the CollateralCollateral and due 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, Swingline Lender Agent and the Issuing Bank then due and payable pursuant to any of the 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 Loan Documents, until the same shall have been paid in full; fourth, to the fees due and payable under Section 2.13(b2.15(b) and (c) of the Credit Agreement and interest then due and payable under the terms of the Credit Agreementhereof, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure and the Net Xxxx-to-Market Hedge/Cash Management Exposure of the Borrower and its Restricted Subsidiaries, to the extent owed secured pursuant to a Specified Hedge Provider and secured by Liensthe Loan Documents, until the same shall have been paid in full, allocated pro rata among the Lenders and any Affiliates of Lenders that hold Net Xxxx-to-Market Exposure such Obligations based on their respective pro rata shares of the aggregate amount of such Revolving Loans, LC Exposure and Net Xxxx-to-Market ExposureObligations; 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 equal to 102% of the LC Exposure after giving effect to the foregoing clause fifth; and seventh, to the extent any proceeds remain, to the BorrowerBorrower or any 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 Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to 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 Issuing Bank and the Revolving Lenders as cash collateral for the LC Exposure, such account to be administered in accordance with Section 2.22(g2.24(g). All cash collateral for LC Exposure shall be applied to satisfy drawings under the Letters of Credit as they occur; if any cash collateral remains on deposit 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, Hedge/Cash Management Exposure of the Borrower and its Subsidiaries shall be excluded from the application described above 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 Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each 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 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 the Administrative Agent or any of the Lenders Secured Party after an Event of Default arises shall be applied as follows: 138 (a) first, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the 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 each Issuing Bank then due and payable pursuant to any of the 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 Loan Documents, until the same shall have been paid in full; (d) 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 the Credit this Agreement, until the same shall have been paid in full; (e) fifth, to the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure Exposure, the Bank Product Obligations and the Net Xxxx-to-Market Exposure of the Borrower and its Restricted Subsidiaries, to the extent owed to a Specified Hedge Provider and secured by LiensHedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the Lenders and any Affiliates of Lenders that hold Net Xxxx-to-Market Exposure Secured Parties based on their respective pro rata shares of the aggregate amount of such Revolving Loans, LC Exposure Exposure, Bank Product Obligations and Net Xxxx-to-Market ExposureHedging Obligations; (f) 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 102103% of the LC Exposure after giving effect to the foregoing clause fifth; and (g) seventh, to the extent any proceeds remain, to the BorrowerBorrower 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 Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, provided that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clause 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 each Issuing Bank and the Lenders as cash collateral for the LC Exposure, such account to be administered in accordance with Section 2.22(g).. All cash collateral for 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 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, 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 Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each 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

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 any part received (including by way of the Collateral set-off) by the Administrative Agent or any Lender on account of amounts outstanding under any of the Lenders after an Event Loan Documents or in respect of Default arises the Collateral shall be applied paid over or delivered as follows: first, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateralfees, until the same shall have been paid in full; second, to the fees indemnities and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Issuing Bank then due and payable pursuant to any of the Loan 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 Loan 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 due and payable under Section 2.13(b) and (c) of to the Credit Agreement and interest then due and payable Lenders under the terms of the Credit 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 Revolving Loans, the LC Exposure and the Net XxxxMark-to-Market Exposure of the Borrower and its Restricted Subsidiaries, to the extent owed to a Specified Hedge Provider and secured by LiensHedging Obligations incurred in connectiox xxth this Agreement, until the same shall have been paid in full, allocated pro rata among the Lenders and any those Affiliates of Lenders that hold Net XxxxMark-to-Market Exposure based on their respective pro rata shares of the xxx aggregate amount of such Revolving Loans, LC Exposure and Net XxxxMark-to-Market Exposure; 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 102% of the LC Exposure after giving effect to the foregoing clause fifth; and to the extent any proceeds remain, to the Borrower. 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 Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, that all amounts allocated to that portion of allocatxx xo the contingent LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clause fifth and sixth 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 Issuing Bank and the Lenders as cash collateral for the such contingent LC Exposure, such account to be administered in accordance with Section 2.22(g). 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 sale, selling or the like, and reasonable attorneys' fees and other expenses incurred by the Administrative Agent shall be applied to payment of (or held as a reserve against) the Obligations, whether or not then due, and in such order of application as provided herein, notwithstanding the existence of any other security interests in the Collateral, subject to the provisions of 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, as in effect on the date hereof, or as otherwise amended from time to time in a manner that is not adverse to the interests of the Lenders and the Administrative Agent, if applicable and to the extent legally enforceable, and the Administrative Agent shall account to HEICO Aerospace Holdings Corp. for any surplus realized upon such sale or other disposition, after satisfaction of all creditors, and HEICO Aerospace Holdings Corp. shall remain liable for any 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 of the Lenders that occurs after an Event the principal of Default arises and any accrued interest on the Loans have been declared, or 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 incurred in connection with such sale or other realization upon the CollateralCollateral and due 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, Swingline Lender Agent and the Issuing Bank then due and payable pursuant to any of the 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 Loan Documents, until the same shall have been paid in full; fourth, to the fees due and payable under Section 2.13(b2.15(b), (c) and (cd) of the Credit Agreement and interest then due and payable under the terms of the Credit Agreementhereof, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure and the Net Xxxx-to-Market Hedge/Cash Management Exposure of the Borrower and its Restricted Subsidiaries, to the extent owed secured pursuant to a Specified Hedge Provider and secured by Liensthe Loan Documents, until the same shall have been paid in full, allocated pro rata among the Lenders and any Affiliates of Lenders that hold Net Xxxx-to-Market Exposure such Obligations based on their respective pro rata shares of the aggregate amount of such Revolving Loans, LC Exposure and Net Xxxx-to-Market ExposureObligations; 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 equal to 102% of the 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 any 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, to the BorrowerBorrower or any 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 Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to 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 Issuing Bank and the Revolving Lenders as cash collateral for the LC Exposure, such account to be administered in accordance with Section 2.22(g2.24(g). All cash collateral for LC Exposure shall be applied to satisfy drawings under the Letters of Credit as they occur; if any cash collateral remains on deposit 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, Hedge/Cash Management Exposure of the Borrower and its Subsidiaries shall be excluded from the application described above 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 Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each 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 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 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 any part received (including by way of the Collateral set-off) by the Administrative Agent or any Lender on account of amounts outstanding under any of the Lenders after an Event Loan Documents or in respect of Default arises the Collateral shall be applied paid over or delivered as follows: first, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateralfees, until the same shall have been paid in full; second, to the fees indemnities and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Issuing Bank then due and payable pursuant to any of the Loan 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 Loan 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 due and payable under Section 2.13(b) and (c) of to the Credit Agreement and interest then due and payable Lenders under the terms of the Credit 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 Revolving Loans, the LC Exposure and the Net XxxxMark-to-Market Exposure of the Borrower and its Restricted Subsidiaries, to the extent owed to a Specified Hedge Provider and secured by LiensHedging Obligations incurred in connectiox xxth this Agreement, until the same shall have been paid in full, allocated pro rata among the Lenders and any those Affiliates of Lenders that hold Net XxxxMark-to-Market Exposure based on their respective pro rata shares of the xxx aggregate amount of such Revolving Loans, LC Exposure and Net XxxxMark-to-Market Exposure; 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 102% of the LC Exposure after giving effect to the foregoing clause fifth; and to the extent any proceeds remain, to the Borrower. 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 Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, that all amounts allocated to that portion of allocatxx xo the contingent LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clause fifth and sixth 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 Issuing Bank and the Lenders as cash collateral for the such contingent LC Exposure, such account to be administered in accordance with Section 2.22(g2.23(g). 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 sale, selling or the like, and reasonable attorneys' fees and other expenses incurred by the Administrative Agent shall be applied to payment of (or held as a reserve against) the Obligations, whether or not then due, and in such order of application as provided herein, notwithstanding the existence of any other security interests in the Collateral, subject to the provisions of 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, as in effect on the date hereof, or as otherwise amended from time to time in a manner that is not adverse to the interests of the Lenders and the Administrative Agent, if applicable and to the extent legally enforceable, and the Administrative Agent shall account to HEICO Aerospace Holdings Corp. for any surplus realized upon such sale or other disposition, after satisfaction of all creditors, and HEICO Aerospace Holdings Corp. shall remain liable for any deficiency.

Application of Proceeds from Collateral. All proceeds from As to each sale of, or other realization uponBorrower, all or any part of the Collateral proceeds received by the Administrative Agent from the sale or disposition of any of the Lenders after an Event of Default arises Direct Collateral furnished by such Borrower pursuant to this Agreement or Indirect Collateral furnished by Conseco pursuant to the Conseco Guaranty shall be applied as followsby the Administrative Agent in the following order after receipt thereof: first, First: to the reimbursable payment of all of the reasonable costs and expenses of the Administrative Agent incurred in connection with such (a) the administration, sale or other realization upon the disposition of such Direct Collateral or Indirect Collateral, until as the same shall have been paid in full; secondcase may be, and (b) the administration and enforcement of this Agreement and the other Loan Documents, to the fees extent that such costs and other reimbursable expenses shall not have been reimbursed to the Administrative Agent and relate to such Borrower's Loans; Second: to the payment in full of all accrued and unpaid interest on the Loans of such Borrower, then to the payment in full of all unpaid principal of the Administrative AgentLoans of such Borrower, Swingline Lender and the Issuing Bank then due and payable pursuant to any remaining Liabilities of such Borrower; Third: the Loan Documents, until the same shall have been paid in full; third, to all reimbursable expensesbalance, if any, of such proceeds shall be paid to such Borrower, to such Borrower's heirs and assigns, or as a court of competent jurisdiction may direct. Notwithstanding the Lenders then due foregoing, (w) the proceeds of CCPA Collateral shall be applied as set forth in the Amended and payable pursuant to any Restated Cash Collateral Agreement, (x) the proceeds of the Loan Documents, until Additional Collateral shall be applied as set forth in 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 the Credit AC Pledge Agreement, until (y) the same shall have been paid in full; fifth, to the aggregate outstanding principal amount proceeds of the Revolving Loans, the LC Exposure and the Net Xxxx-to-Market Exposure of the Borrower and its Restricted Subsidiaries, to the extent owed to a Specified Hedge Provider and secured by Liens, until the same shall have been paid in full, allocated pro rata among the 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, LC Exposure and Net Xxxx-to-Market Exposure; 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 102% of the LC Exposure after giving effect to the foregoing clause fifth; and to the extent any proceeds remain, to the Borrower. All amounts allocated pledged pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Loan Documents Subordinated Pledge Agreement Re 1998 Shares shall be allocated amongapplied as set forth therein, and distributed to, (z) the Lenders pro rata based on their respective Pro Rata Shares; provided, however, that all amounts allocated to that portion proceeds of the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clause fifth and sixth Subordinated Pledge Agreement Re 1999 Shares 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 Issuing Bank and the Lenders applied as cash collateral for the LC Exposure, such account to be administered in accordance with Section 2.22(g)set forth therein.

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 any part received (including by way of the Collateral set-off) by the Administrative Agent or any Lender on account of amounts outstanding under any of the Lenders after an Event Loan Documents or in respect of Default arises any Collateral shall be applied paid over or delivered as follows: first, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateralfees, until the same shall have been paid in full; second, to the fees indemnities and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Issuing Bank then due and payable pursuant to any of the 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 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 due and payable under Section 2.13(b) and (c) of to the Credit Agreement and interest then due and payable Lenders under the terms of the Credit 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 Revolving Loans, the LC Exposure and the Net XxxxMark-to-Market Exposure of the Borrower and its Restricted Subsidiaries, to the extent owed to a Specified Hedge Provider and secured by LiensHedging Obligations incurred in connecxxxx with this Agreement, until the same shall have been paid in full, allocated pro rata among the Lenders and any those Affiliates of Lenders that hold Net XxxxMark-to-Market Exposure based on their respective pro rata shares of the ox xhe aggregate amount of such Revolving Loans, LC Exposure and Net XxxxMark-to-Market Exposure; 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 102% of the LC Exposure after giving effect to the foregoing clause fifth; and to the extent any proceeds remain, to the Borrower. 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 Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, that all amounts allocated alloxxxxd to that portion of the contingent LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clause fifth and sixth 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 Issuing Bank and the Lenders as cash collateral for the such contingent LC Exposure, such account to be administered in accordance with Section 2.22(g2.21(g). 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 sale, selling or the like, and reasonable attorneys' fees and other expenses incurred by the Administrative Agent shall be applied to payment of (or held as a reserve against) the Obligations, whether or not then due, and in such order of application as provided herein, notwithstanding the existence of any other security interests in the Collateral, subject to the provisions of 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, as in effect on the date hereof, or as otherwise amended from time to time in a manner that is not adverse to the interests of the Lenders and the Administrative Agent, if applicable and to the extent legally enforceable, and the Administrative Agent shall account to HEICO Aerospace Holdings Corp. for any surplus realized upon such sale or other disposition, after satisfaction of all creditors, and HEICO Aerospace Holdings Corp. shall remain liable for any 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 of the Lenders Secured Party after an Event of Default arises or any payments received from any other source shall be applied as follows: (a) first, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateral, until the same shall have been paid in full; (b) second, to the fees and other reimbursable expenses of the Administrative Agent, Swingline Lender Agent and the Issuing Bank then due and payable pursuant to any of the 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 Loan Documents, until the same shall have been paid in full; (d) 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 the Credit this Agreement, until the same shall have been paid in full; (e) fifth, to the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure Exposure, the Bank Product Obligations and the Net Xxxx-to-Market Exposure of the Borrower and its Restricted Subsidiaries, any amounts owing with respect to the extent owed to a Specified Hedge Provider and secured by LiensHedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the Lenders and any Affiliates of Lenders that hold Net Xxxx-to-Market Exposure Secured Parties based on their respective pro rata shares of the aggregate amount of such Revolving Loans, LC Exposure Exposure, Bank Product Obligations and Net Xxxx-to-Market Exposuresuch Hedging Obligations; (f) 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 102105% of the LC Exposure after giving effect to the foregoing clause fifth; and (g) seventh, to the extent any proceeds remain, to the BorrowerBorrower 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 Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, provided that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clause 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 Issuing Bank and the Lenders as cash collateral for the LC Exposure, such account to be administered in accordance with Section 2.22(g).. All cash collateral for 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 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, Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received 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 of the Lenders after during the existence of an Event of Default arises shall be applied as follows: first, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateral, until the same shall have been paid in full; second, to the fees and other reimbursable expenses of the Administrative Agent, Swingline Lender and the Issuing Bank then due and payable pursuant to any of the 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 Loan Documents, until the same shall have been paid in full; fourth, to the fees due and payable under Section 2.13(bclauses (b) and (c) of the Credit Section 2.14 of this Agreement and interest then due and payable under the terms of the Credit this Agreement, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure and unreimbursed amount of any drawings under Letters of Credit, and, to the extent secured by Liens, the Net Xxxx-to-Market Exposure of the Borrower and its Restricted Subsidiaries, to the extent owed to a Specified Hedge Provider and secured by LiensSubsidiary Loan Parties, until the same shall have been paid in full, allocated pro rata among the 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, LC Exposure and Net Xxxx-to-Market Exposure; sixth, to additional 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 held by the Administrative Agent pursuant to this Agreement is at least 102equal to 103% of the LC Exposure after giving effect aggregate amount available to be drawn under all outstanding Letters of Credit; seventh, to all other Obligations until the foregoing clause fifthsame shall have been paid in full; and to the extent any proceeds remain, to the BorrowerBorrower or other 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 Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to 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 Issuing Bank and the Lenders as cash collateral for the LC Exposure, such account to be administered in accordance with Section 2.22(g). 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 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 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 issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent" as used in this Article included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Bank.

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 of the Lenders that occurs after an Event the principal of Default arises and any accrued interest on the Loans have been declared, or 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 incurred in connection with such sale or other realization upon the CollateralCollateral and due 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, Swingline Lender Agent and the Issuing Bank then due and payable pursuant to any of the 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 Loan Documents, until the same shall have been paid in full; fourth, to the fees due and payable under Section 2.13(b2.15(b) and (c) of the Credit Agreement and interest then due and payable under the terms of the Credit Agreementhereof, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure and the Net Xxxx-to-Market Hedge/Cash Management Exposure of the Borrower and its Restricted Subsidiaries, to the extent owed secured pursuant to a Specified Hedge Provider and secured by Liensthe Loan Documents, until the same shall have been paid in full, allocated pro rata among the Lenders and any Affiliates of Lenders that hold Net Xxxx-to-Market Exposure such Obligations based on their respective pro rata shares of the aggregate amount of such Revolving Loans, LC Exposure and Net Xxxx-to-Market ExposureObligations; 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 equal to 102% of the LC Exposure after giving effect to the foregoing clause fifth; and to the extent any proceeds remain, to the Borrower. 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 Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to 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 Issuing Bank and the Lenders as cash collateral for the LC Exposure, such account to be administered in accordance with Section 2.22(g).and

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 of the Lenders that occurs after an Event the principal of Default arises and any accrued interest on the Loans, and all other Obligations owing hereunder, have been declared, or 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 incurred in connection with such sale or other realization upon the CollateralCollateral and due 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, Swingline Lender Agent and the Issuing Bank then due and payable pursuant to any of the 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 Loan Documents, until the same shall have been paid in full; fourth, to the fees due and payable under Section 2.13(b2.15(b) and (c) of the Credit Agreement and interest then due and payable under the terms of the Credit Agreementhereof, until the same shall have been paid in full; fifth, to the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure and the Net Xxxx-to-Market Hedge/Cash Management Exposure of the Borrower and its Restricted Subsidiaries, to the extent owed secured pursuant to a Specified Hedge Provider and secured by Liensthe Loan Documents, until the same shall have been paid in full, allocated pro rata among the Lenders and any Affiliates of Lenders that hold Net Xxxx-to-Market Exposure such Obligations based on their respective pro rata shares of the aggregate amount of such Revolving Loans, LC Exposure and Net Xxxx-to-Market ExposureObligations; 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 equal to 102% of the LC Exposure after giving effect to the foregoing clause fifth; and to the extent any proceeds remain, to the Borrower. 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 Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to 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 Issuing Bank and the Lenders as cash collateral for the LC Exposure, such account to be administered in accordance with Section 2.22(g).and

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 any part received (including by way of the Collateral set-off) by the Administrative Agent or any Lender on account of amounts outstanding under any of the Lenders after an Event Loan Documents or in respect of Default arises any Collateral shall be applied paid over or delivered as follows: first, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateralfees, until the same shall have been paid in full; second, to the fees indemnities and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Issuing Bank then due and payable pursuant to any of the 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 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 due and payable under Section 2.13(b) and (c) of to the Credit Agreement and interest then due and payable Lenders under the terms of the Credit 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 Revolving Loans, the LC Exposure Exposure, the Bank Product Obligations and the Net Xxxx-to-Market Exposure of the Borrower and its Restricted Subsidiaries, to the extent owed to a Specified Hedge Provider and secured by LiensHedging Obligations incurred in connection with this Agreement, until the same shall have been paid in full, allocated pro rata among the Lenders and any those 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, LC Exposure Exposure, the Bank Product Obligations and Net Xxxx-to-Market Exposure; 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 102% of the LC Exposure after giving effect to the foregoing clause fifth; and to the extent any proceeds remain, to the Borrower. 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 Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, that all amounts allocated to that portion of the contingent LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clause fifth and sixth 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 Issuing Bank and the Lenders as cash collateral for the such contingent LC Exposure, such account to be administered in accordance with Section 2.22(g2.21(g). 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 sale, selling or the like, and reasonable attorneys’ fees and other expenses incurred by the Administrative Agent shall be applied to payment of (or held as a reserve against) the Obligations, whether or not then due, and in such order of application as provided herein, notwithstanding the existence of any other security interests in the Collateral, subject to the 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 as otherwise amended from time to time in a manner that is not adverse to the interests of the Lenders and the Administrative Agent, if applicable and to the extent legally enforceable, and the Administrative Agent shall account to HEICO Aerospace Holdings Corp. for any surplus realized upon such sale or other disposition, after satisfaction of all creditors, and HEICO Aerospace Holdings Corp. shall remain liable for any deficiency.