Audiovox 2012 Annual Report Download - page 206

(d) Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify
the Company and the Administrative Agent. The Domestic Borrowers, on a joint and several basis, shall reimburse the Issuing
Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on
the following Business Day (either with the proceeds of a U.S. Revolving Loan obtained hereunder or otherwise) in same day
funds as provided herein or in the LOC Documents. If the Domestic Borrowers shall fail to reimburse the Issuing Lender as
provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the
Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of the Domestic
Borrowers' intent to otherwise reimburse the Issuing Lender, the Domestic Borrowers shall be deemed to have requested a
Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be
used to satisfy the Reimbursement Obligations. The Domestic Borrowers' Reimbursement Obligations hereunder shall be
absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the
Domestic Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of
the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the
Domestic Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The
Administrative Agent will promptly notify the other U.S. Revolving Lenders of the amount of any unreimbursed drawing and
each U.S. Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars
and in immediately available funds, the amount of such U.S. Revolving Lender's U.S. Revolving Commitment Percentage of
such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such U.S. Revolving
Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at
or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such U.S. Revolving
Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request,
such U.S. Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on
the unpaid amount during the period from the date of such drawing until such U.S. Revolving Lender pays such amount to the
Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business
Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each
U.S. Revolving Lender's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive
the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the
termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the
acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction
whatsoever.
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