Audiovox 2012 Annual Report Download - page 317

 
The Lenders and the Bank Product Providers agree that this Guaranty may be enforced only by the action of the Administrative
Agent acting upon the instructions of the Required Lenders or such Bank Product Provider (only with respect to obligations under the
applicable Bank Product) and that no Lender or Bank Product Provider shall have any right individually to seek to enforce or to enforce
this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit
of the Lenders under the terms of this Agreement and for the benefit of any Bank Product Provider under any Bank Product.
 
The Administrative Agent and the Lenders will, upon request after payment of the Credit Party Obligations which are the
subject of this Guaranty and termination of the Commitments relating thereto, confirm to the Borrowers, the Guarantors or any other
Person that such indebtedness and obligations have been paid and the Commitments relating thereto terminated, subject to the provisions
of Section 10.2.
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
 
Upon the occurrence of a Sharing Event, the Lenders shall automatically and without further action be deemed to have
exchanged interests in the outstanding Loans and outstanding Letters of Credit such that, in lieu of the interests of each Lender in each
Loan and each outstanding Letter of Credit, such Lender shall hold an interest in all Revolving Loans, Term Loans and Swingline Loans,
made to the Borrowers and all outstanding Letters of Credit issued for the account of such Persons or their Subsidiaries at such time,
whether or not such Lender shall previously have participated therein, equal to such Lender's Exchange Percentage thereof. The
foregoing exchanges shall be accomplished automatically pursuant to this Section 11.1 through purchases and sales of participations in
the various Loans and outstanding Letters of Credit as required hereby, although at the request of the Administrative Agent each Lender
hereby agrees to enter into customary participation agreements approved by the Administrative Agent and reasonably acceptable to such
Lender to evidence the same. All purchases and sales of participating interests pursuant to this Section 11.1 shall be made in Dollars. At
the request of the Administrative Agent, each Lender which has sold participations in any of its Loans and outstanding Letters of Credit
as provided above (through the Administrative Agent) will deliver to each Lender (through the Administrative Agent) which has so
purchased a participating interest therein a participation certificate in the appropriate amount as determined in conjunction with the
Administrative Agent. It is understood that the amount of funds delivered by each Lender shall be calculated on a net basis, giving effect
to both the sales and purchases of participations by the various Lenders as required above. For the avoidance of doubt, a Sharing Event
shall be deemed to have occurred immediately prior to any acceleration pursuant to Section 7.2 or any distribution under Section 2.11(b)
or Section 2.21(a)(ii).
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