Audiovox 2012 Annual Report Download - page 217

(c) At the election of the Required Lenders, upon the occurrence and during the continuance of any Event of
Default, all Foreign Currency Revolving Loans then outstanding shall be redenominated into Dollars on the last day of the then
current Interest Periods of such Foreign Currency Revolving Loans, and such Dollar denominated Loans shall be Alternate
Base Rate Loans; provided that in each case the Borrower shall be liable for any currency exchange loss related to such
payments and shall promptly pay to each Lender upon receipt of notice thereof by the Borrower from such Lender the amount
of any such loss incurred by such Lender.
  
(a) Interest payable hereunder with respect to any Alternate Base Rate Loan based on the Prime Rate shall be
calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and
all other amounts payable hereunder shall be calculated on the basis of a 360-day year for the actual days elapsed. The
Administrative Agent shall as soon as practicable notify the Company and the Lenders of each determination of a LIBOR Rate
on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the
Alternate Base Rate shall become effective as of the opening of business on the day on which such change in the Alternate Base
Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Company and the Lenders of the
effective date and the amount of each such change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement
shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent
shall, at the request of the Company, deliver to the Company a statement showing the computations used by the Administrative
Agent in determining any interest rate.
(c) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable
usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the
provisions of this subsection which shall override and control all such agreements, whether now existing or hereafter arising and
whether written or oral. In no way, nor in any event or contingency (including, but not limited to, prepayment or acceleration of
the maturity of any Obligation), shall the interest taken, reserved, contracted for, charged, or received under this Agreement,
under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible
construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the
maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such interest shall
be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of
execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as
interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum
nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be
applied to the reduction of the principal amount owing on the Loans
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