Audiovox 2012 Annual Report Download - page 198

Facility”); provided, however, that after giving effect to such U.S. Revolving Loans, (A) with regard to each U.S. Revolving Lender
individually, such U.S. Lender's U.S. Revolving Credit Exposure shall not exceed such U.S. Revolving Lender's U.S. Revolving
Commitment, (B) with regard to the U.S. Revolving Lenders collectively, the aggregate U.S. Revolving Credit Exposure outstanding
shall not exceed the U.S. Revolving Committed Amount then in effect and (C) the Aggregate U.S. Revolving Credit Exposure shall not
exceed the Revolving Availability Amount. U.S. Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a
combination thereof, as the Company may request. U.S. Revolving Loans made on the Closing Date or any of the three (3) Business
Days following the Closing Date, may only consist of Alternate Base Rate Loans unless the Domestic Borrowers deliver a funding
indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than three (3)
Business Days prior to the Closing Date. LIBOR Rate Loans shall be made by each U.S. Revolving Lender at its LIBOR Lending Office
and Alternate Base Rate Loans at its Domestic Lending Office.
(b) Revolving Loan Borrowings.
(i) Notice of Borrowing. The Company, for itself or another Domestic Borrower, shall request a U.S.
Revolving Loan borrowing by delivering a written Notice of Borrowing (or telephone notice promptly confirmed in
writing by delivery of a written Notice of Borrowing, which delivery may be by fax) to the Administrative Agent not
later than 11:00 A.M. (x) on the Business Day of the requested borrowing in the case of Alternate Base Rate Loans and
(y) on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Rate Loans. Each such
Notice of Borrowing shall be irrevocable and shall specify (A) that a U.S. Revolving Loan is requested, (B) the date of
the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, (E)
whether the borrowing shall be comprised of Alternate Base Rate Loans, LIBOR Rate Loans or a combination thereof,
(F) if LIBOR Rate Loans are requested, the Interest Period(s) therefor and (G) the applicable Borrower. If the Company
shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a LIBOR Rate Loan,
then such notice shall be deemed to be a request for an Interest Period of one month, (2) the Type of Revolving Loan
requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder, or (3) the
applicable Borrower(s), then such notice shall be deemed to be a request for a Loan to the Company. The Administrative
Agent shall give notice to each U.S. Revolving Lender promptly upon receipt of each Notice of Borrowing, the
contents thereof and each such U.S. Revolving Lender's share thereof.
(ii) Minimum Amounts. Each U.S. Revolving Loan that is made as an Alternate Base Rate Loan shall be in a
minimum aggregate amount of $1,000,000 and in integral multiples of $1,000,000 in excess thereof (or the remaining
amount of the U.S. Revolving Committed Amount, if less). Each U.S. Revolving Loan that is made as a LIBOR Rate
Loan shall be in a minimum aggregate amount of $1,000,000 and in integral multiples of $1,000,000 in excess thereof
(or the remaining amount of the U.S. Revolving Committed Amount, if less).
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