Audiovox 2012 Annual Report Download - page 235

(iii) Certain Fees.
(A) Commitment Fees. No Defaulting Lender shall be entitled to receive any Commitment Fee for
any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any
such fee that otherwise would have been required to have been paid to that Defaulting Lender).
(B) Letter of Credit Fees. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees
for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable
Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant Section
2.20.
(C) Reallocation of Fees. With respect to any Letter of Credit Fee not required to be paid to any
Defaulting Lender pursuant to clause (A) or (B) above, the Borrowers shall (x) pay to each Non-Defaulting
Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such
Defaulting Lender's participation in LOC Obligations or Swingline Loans that has been reallocated to such Non-
Defaulting Lender pursuant to clause (iv) below, (y) pay to the Issuing Lender and Swingline Lender, as
applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to
such Issuing Lender's or Swingline Lender's Fronting Exposure to such Defaulting Lender, and (z) not be
required to pay the remaining amount of any such fee.
(iv) Reallocation of Participations to Reduce Fronting Exposure . All or any part of such Defaulting Lender's
participation in LOC Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in
accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender's U.S.
Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 4.2(a) and (b) are satisfied at
the time of such reallocation (and, unless the Borrowers shall have otherwise notified the Administrative Agent at such
time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time)
and (y) such reallocation does not cause the aggregate principal amount of the outstanding Loans and Participation
Interests of any Non-Defaulting Lender to exceed such Non-Defaulting Lender's U.S. Revolving Commitment. No
reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting
Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender
as a result of such Non-Defaulting Lender's increased exposure following such reallocation.
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