Audiovox 2012 Annual Report Download - page 209

(ii) Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of
(A) the Maturity Date and (B) fifteen (15) days following such borrowing. The Swingline Lender may, at any time, in
its sole discretion, by written notice to the Company and the Administrative Agent, demand repayment of its Swingline
Loans by way of a U.S. Revolving Loan borrowing, in which case the Company shall be deemed to have requested a
U.S. Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the amount of such Swingline
Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been
given one Business Day prior to each of (A) the Maturity Date, (B) the occurrence of any Bankruptcy Event, (C) upon
acceleration of the Obligations hereunder, whether on account of a Bankruptcy Event or any other Event of Default,
and (D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such U.S. Revolving
Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to
as “Mandatory Swingline Borrowing”). Each U.S. Revolving Lender hereby irrevocably agrees to make such U.S.
Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline
Borrowing in the amount and in the manner specified in the preceding sentence on the date such notice is received by
the U.S. Revolving Lenders 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 date such notice is
received notwithstanding (1) the amount of Mandatory Swingline Borrowing may not comply with the minimum
amount for borrowings of U.S. Revolving Loans otherwise required hereunder, (2) whether any conditions specified in
Section 4.2 are then satisfied, (3) whether a Default or an Event of Default then exists, (4) failure of any such request
or deemed request for U.S. Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (5) the date
of such Mandatory Swingline Borrowing, or (6) any reduction in the U.S. Revolving Committed Amount or
termination of the U.S. Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or
contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on
the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding
under the Bankruptcy Code), then each U.S. Revolving Lender hereby agrees that it shall forthwith purchase (as of the
date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from
the Domestic Borrowers on or after such date and prior to such purchase) from the Swingline Lender such Participation
Interest in the outstanding Swingline Loans as shall be necessary to cause each such U.S. Revolving Lender to share in
such Swingline Loans ratably based upon its respective U.S. Revolving Commitment Percentage (determined before
giving effect to any termination of the Commitments pursuant to Section 7.2); provided that (x) all interest payable on
the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective
Participation Interest is purchased, and (y) at the time any purchase of a Participation Interest pursuant to this sentence is
actually made, the purchasing U.S. Revolving Lender shall be required to pay to the Swingline Lender interest on the
principal amount of such Participation Interest purchased for each day from and including the day upon which the
Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such
Participation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline
Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Domestic
Borrowers shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with
Section 2.7(a).
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