Audiovox 2012 Annual Report Download - page 224

  
(a) Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to
time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any actual loss, cost or
expense incurred by it as a result of:
(i) any continuation, conversion, payment or prepayment (other than a prepayment under Section 2.12(a)) of
any Loan other than an Alternate Base Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise) ;
(ii) any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay,
borrow, continue or convert any Loan other than an Alternate Base Rate Loan on the date or in the amount notified by
the Borrowers; or
(iii) any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a
result of a request by the Company pursuant to Section 2.19;
The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section, each Lender shall be deemed
to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in
the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate
Loan was in fact so funded.
(b) Regulation D Reserves. The Borrowers shall pay to each Lender, as long as such Lender shall be required to
maintain reserves under Regulation D with respect to “eurocurrency liabilities” within the meaning of Regulation D, or under
any similar or successor regulation with respect to Eurocurrency liabilities or Eurocurrency funding, additional interest on the
unpaid principal amount of each LIBOR Rate Loan equal to the actual costs of such reserves allocated to such LIBOR Rate Loan
by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and
payable on each date on which interest is payable on such LIBOR Rate Loan, provided the Borrowers shall have received at least
fifteen (15) days prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender
fails to give notice fifteen (15) days prior to the relevant interest payment date, such additional interest shall be due and payable
fifteen (15) days from receipt of such notice.
71