Audiovox 2012 Annual Report Download - page 219

(b) Allocation of Payments After Exercise of Remedies . Notwithstanding any other provisions of this Agreement to
the contrary, after the exercise of remedies (other than the application of default interest pursuant to Section 2.8) by the
Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and the
Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including, without limitation, the
maximum amount of all contingent liabilities under Letters of Credit) shall automatically become due and payable in accordance
with the terms of such Section), all amounts collected or received by the Administrative Agent or any Lender on account of the
Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral
shall be paid over or delivered as follows (irrespective of whether the following costs, expenses, fees, interest, premiums,
scheduled periodic payments or Credit Party Obligations are allowed, permitted or recognized as a claim in any proceeding
resulting from the occurrence of a Bankruptcy Event):
FIRST, to the payment of all reasonable out‑of‑pocket costs and expenses (including, without limitation,
reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the
Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under
or pursuant to the terms of the Security Documents;
SECOND, to the payment of any fees owed to the Administrative Agent and the Issuing Lender;
THIRD, to the payment of all reasonable out ‑of‑pocket costs and expenses (including, without limitation,
reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents
or otherwise with respect to the Credit Party Obligations owing to such Lender;
FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and
including, with respect to any Bank Product, any fees, premiums and scheduled periodic payments due under such
Bank Product and any interest accrued thereon;
FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations and the payment or
cash collateralization of the outstanding LOC Obligations, and including with respect to any Bank Product, any breakage,
termination or other payments due under such Bank Product and any interest accrued thereon;
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