Audiovox 2012 Annual Report Download - page 286

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(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the
Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the
Company, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with
an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted
such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier
day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date”), then the retiring Administrative Agent may
(but shall not be obligated to), on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent
meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless
become effective in accordance with such notice on the Resignation Effective Date.
(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition
thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such
Person remove such Person as Administrative Agent and, in consultation with the Company, appoint a successor. If no such
successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or
such earlier day as shall be agreed by the Required Lenders) (the “ Removal Effective Date”), then such removal shall
nonetheless become effective in accordance with such notice on the Removal Effective Date.
(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or
removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit
Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing
Lender under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such Collateral until such
time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be
made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly,
until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed
Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents
(if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and
such successor. After the retiring Administrative Agent's resignation or removal hereunder and under the other Credit
Documents, the provisions of this Article and Section 9.5 shall continue in effect for the benefit of such retiring or removed
Administrative Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by
any of them while the retiring Administrative Agent was acting as Administrative Agent.
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