Audiovox 2012 Annual Report Download - page 205

amount of $100,000 and each commercial letter of credit issued hereunder shall be in a minimum original face of amount of
$100,000, in each case, or such lesser amount as approved by the Issuing Lender. The Domestic Borrowers' Reimbursement
Obligations in respect of each Existing Letter of Credit, and each U.S. Revolving Lender's participation obligations in connection
therewith, shall be governed by the terms of this Credit Agreement. Wells Fargo shall be the Issuing Lender on all Letters of
Credit issued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued
as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.
(b) Notice and Reports. The request for the issuance of a Letter of Credit shall be submitted to the Issuing Lender at
least five (5) Business Days prior to the requested date of issuance. The Issuing Lender will promptly upon request provide to
the Administrative Agent for dissemination to the U.S. Revolving Lenders a detailed report specifying the Letters of Credit
which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of any prior
report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any
payments or expirations which may have occurred. The Issuing Lender will further provide to the Administrative Agent
promptly upon request copies of the Letters of Credit. The Issuing Lender will provide to the Administrative Agent promptly
upon request a summary report of the nature and extent of LOC Obligations then outstanding.
(c) Participations. Each U.S. Revolving Lender, (i) on the Closing Date with respect to each Existing Letter of Credit
and (ii) upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the
Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in
an amount equal to its U.S. Revolving Commitment Percentage of the obligations under such Letter of Credit and shall
absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing
Lender therefor and discharge when due, its U.S. Revolving Commitment Percentage of the obligations arising under such
Letter of Credit; provided that any Person that becomes a U.S. Revolving Lender after the Closing Date shall be deemed to have
purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of
Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of
each U.S. Revolving Lender's participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed
as required hereunder or under any LOC Document, each such U.S. Revolving Lender shall pay to the Issuing Lender its U.S.
Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the
provisions of subsection (d) hereof. The obligation of each U.S. Revolving Lender to so reimburse the Issuing Lender shall be
absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other
occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Domestic Borrowers
to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.
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