Audiovox 2012 Annual Report Download - page 216

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(a) The Company may, in the case of Domestic Revolving Loans and the Term Loan, elect from time to time to
convert Alternate Base Rate Loans to LIBOR Rate Loans or to continue LIBOR Rate Loans, by delivering a Notice of
Conversion/Extension to the Administrative Agent at least three Business Days prior to the proposed date of conversion or
continuation. In addition, the Company may elect from time to time to convert all or any portion of a LIBOR Rate Loan
denominated in Dollars to an Alternate Base Rate Loan by giving the Administrative Agent irrevocable written notice thereof by
11:00 A.M. one (1) Business Day prior to the proposed date of conversion. If the date upon which an Alternate Base Rate Loan is
to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding
Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall
bear interest as if it were an Alternate Base Rate Loan. LIBOR Rate Loans may only be converted to Alternate Base Rate Loans
on the last day of the applicable Interest Period. If the date upon which a LIBOR Rate Loan is to be converted to an Alternate
Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the
period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an
Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein;
provided that (i) no Domestic Revolving Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default
has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole
multiple of $1,000,000 in excess thereof. All or any part of outstanding LIBOR Rate Loans may be converted as provided
herein; provided that partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of
$1,000,000 in excess thereof.
(b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by
compliance by the Company with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan that is a
Domestic Revolving Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in
which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest
Period with respect thereto. At any time any Default or Event of Default has occurred and is continuing, Foreign Currency
Revolving Loans shall be automatically continued as LIBOR Rate Loans with a one month Interest Period at the end of the
applicable Interest Period with respect thereto. If the Company shall fail to give timely notice of an election to continue a
LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans (A) to the
extent denominated in Dollars, shall be automatically converted to Alternate Base Rate Loans at the end of the applicable
Interest Period with respect thereto and (B) to the extent denominated in Foreign Currencies, shall be automatically continued
as LIBOR Rate Loans with a one month Interest Period at the end of the applicable Interest Period with respect thereto.
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