Audiovox 2012 Annual Report Download - page 218

and not to the payment of interest, or refunded to the Borrowers or the other payor thereof if and to the extent such amount
which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the
Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest
which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned
interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the
extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any
renewal or extension) of the Loans so that the amount of interest on account of such Indebtedness does not exceed the
maximum nonusurious amount permitted by applicable law.
 
(a) Allocation of Payments Prior to Exercise of Remedies . Each borrowing of Revolving Loans and any reduction of
the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the
Revolving Lenders. Unless otherwise required by the terms of this Agreement, each payment under this Agreement shall be
applied, first, to any fees then due and owing by the Borrowers pursuant to Section 2.5, second, to interest then due and owing
hereunder of the Borrowers and, third, to principal then due and owing hereunder and under this Agreement of the Borrowers.
Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts
due and owing (except as to the Letter of Credit Facing Fees and the Issuing Lender Fees which shall be paid to the Issuing
Lender). Each optional repayment and prepayment by the Borrowers on account of principal of and interest on the Revolving
Loans and on the Term Loan, as applicable, shall be applied to such Loans, as applicable, on a pro rata basis and in accordance with
the terms of Section 2.7(a) hereof. Each mandatory prepayment on account of principal of the Loans shall be applied to such
Loans, as applicable, on a pro rata basis and, to the extent applicable, in accordance with Section 2.7(b). All payments (including
prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without defense, set-off or
counterclaim and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's office
specified on Section 9.2 in immediately available funds and (i) in the case of Loans or other amounts denominated in Dollars,
shall be made in Dollars not later than 2:00 P.M. on the date when due and (ii) in the case of Loans or other amounts denominated
in a Foreign Currency, unless otherwise specified herein, shall be made in such Foreign Currency not later than the Applicable
Time specified by the Administrative Agent on the date when due. The Administrative Agent shall distribute such payments to
the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on
the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the
next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable
rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day,
such payment date shall be extended to the next succeeding Business Day unless the result of such extension would be to
extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding
Business Day.
65