Audiovox 2012 Annual Report Download - page 298

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment
assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and
obligations among separate Tranches on a non-pro rata basis.
(iii) Required Consents. No consent shall be required for any assignment except to the extent required by
paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Company (such consent not to be unreasonably withheld or delayed) shall be
required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, (y) such
assignment is to a Lender, an Affiliate of a Lender or an Approved Fund or (z) the PrimarySyndication of the
Loans has not been completed as determined by Wells Fargo; provided that the Company shall be deemed to
have consented to any such assignment unless it shall object thereto by written notice to the Administrative
Agent within five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or
delayed) shall be required for assignments in respect of (x) a Revolving Commitment if such assignment is to a
Person that is not a Lender with a Commitment in respect of such facility, an Affiliate of such Lender or an
Approved Fund with respect to such Lender or (y) a Term Loan Commitment to a Person who is not a Lender,
an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the Issuing Lender and Swingline Lender (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of a Revolving Commitment.
(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500;
provided that(A)only one (1) such fee shall be payable in respect of simultaneous assignments by a Lender and its
Approved Funds) and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.
(v) No Assignment to Certain Persons . No such assignment shall be made to (A) any Credit Party or any
Credit Party's Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries or any Person who, upon
becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).
145