Audiovox 2012 Annual Report Download - page 214

(iii) Debt Issuances. Immediately upon receipt by any Credit Party or any of its Subsidiaries of proceeds from
any Debt Issuance, the Borrowers shall prepay the Loans in an aggregate amount equal to one hundred percent (100%)
of the Net Cash Proceeds of such Debt Issuance (such prepayment to be applied as set forth in clause (v) below).
(iv) Extraordinary Receipts. Promptly upon receipt by any Credit Party or any of its Subsidiaries of proceeds
from any Extraordinary Receipt, the Borrowers shall prepay the Loans and/or Cash Collateralize LOC Obligations in an
aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Extraordinary Receipt (such
prepayment to be applied as set forth in clause (v) below); provided, however, that, (A) no prepayment shall be required
until such time as the Net Cash Proceeds exceed $1,000,000 in any fiscal year and (2) so long as no Default or Event of
Default has occurred and is continuing, Net Cash Proceeds from insurance or condemnation proceeds shall not be
required to be so applied to the extent that such Net Cash Proceeds are reinvested in capital assets (other than raw
materials and inventory) useful to the business of the Credit Parties within 270 days of the receipt of such Net Cash
Proceeds (or, if the Company delivers to the Administrative Agent a certificate stating that the Credit Parties have
committed to use such Net Cash Proceeds to acquire capital assets (other than raw materials and inventory) useful to the
business of the Credit Parties within 270 days of the receipt of such Net Cash Proceeds, then such reinvestment shall
occur within 365 days of the receipt of the Net Cash Proceeds), it being expressly agreed that any Net Cash Proceeds
not so reinvested shall be applied to prepay the Loans immediately thereafter (such prepayment to be applied as set forth
in clause (v) below).
(v) Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section shall be
applied as follows:
(A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i)(A), (1) first to the outstanding
Swingline Loans, (2) second to the outstanding Revolving Loans and (3) third to Cash Collateralize the LOC
Obligations;
(B) with respect to all amounts prepaid pursuant to Section 2.7(b)(i)(B), to the outstanding Foreign
Currency Revolving Loans; and
(C) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (iv), (1) first to the
Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans, (3)
third to the Revolving Loans (ratably to the U.S. Revolving Loans and the Multicurrency Revolving Loans) and
(4) fourth to a cash collateral account in respect of LOC Obligations; provided that any Net Cash Proceeds
received from the Borrowers as a result of an Asset Disposition, Debt Issuance or Extraordinary Receipt by a
Foreign Credit Party shall only be required to prepay Foreign Obligations. Within the parameters of the
applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR
Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to
Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment,
but otherwise without premium or penalty.
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