Audiovox 2012 Annual Report Download - page 309

  
The Administrative Agent and each of the Lenders are authorized to rely upon the continuing authority of the Responsible
Officers and the Authorized Officers with respect to all matters pertaining to the Credit Documents including, but not limited to, the
selection of interest rates, the submission of requests for Extensions of Credit and certificates with regard thereto. Such authorization
may be changed only upon written notice to Administrative Agent accompanied by (a) an updated Schedule 3.29 and (b) evidence,
reasonably satisfactory to Administrative Agent, of the authority of the Person giving such notice and such notice shall be effective not
sooner than five (5) Business Days following receipt thereof by Administrative Agent (or such earlier time as agreed to by the
Administrative Agent).
 
This Agreement is intended to amend and restate the Existing Credit Agreement, without novation, with the Commitments set
forth herein and the Lenders party hereto. All Existing Letters of Credit shall be Letters of Credit outstanding hereunder. The Credit
Parties hereby ratify, affirm and acknowledge all of their obligations in respect of the Existing Credit Agreement and the related
documents and agreements delivered by them thereunder, including all outstanding Existing Letters of Credit and the related LOC
Documents, as amended and restated hereby. Without limiting the foregoing, all Collateral under the Existing Credit Agreement shall be
Collateral hereunder and continue to secure the Obligations. The Lenders hereby agree that the commitments with respect to the
Existing Credit Agreement are amended and restated to be the Revolving Commitments of this Agreement and hereby waive, on the
Closing Date only, any pro rata payment provisions of this Agreement to the extent any such payments are required to repay any
obligations owing to any lender under the Existing Credit Agreement that will not continue as a Lender under this Agreement. All
Events of Default (as defined in the Existing Credit Agreement) under the Existing Credit Agreement are hereby waived, except to the
extent any such Events of Default (as defined in the Existing Credit Agreement) that exist under the Existing Credit Agreement on the
date hereof also constitute Events of Default under the express provisions of this Agreement.
 
If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Credit
Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on
which final judgment is given. The obligation of any Credit Party in respect of any such sum due from it to the Administrative Agent or
any Lender hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the
“Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or
such Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender may in accordance
with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement
Currency so purchased is less than the sum originally due to the Administrative Agent or such Lender in the Agreement Currency, each
Credit Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such
Lender or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is
greater than the sum originally due to the Administrative Agent or such Lender in such currency, the Administrative Agent or such
Lender agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable
law).
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