Audiovox 2012 Annual Report Download - page 220

SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable
under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and
SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such
surplus.
In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior
to application to the next succeeding category; (b) each of the Lenders and any Bank Product Provider shall receive an amount
equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender or
the outstanding obligations payable to such Bank Product Provider bears to the aggregate then outstanding Loans and LOC
Obligations and obligations payable under all Bank Products) of amounts available to be applied pursuant to clauses “THIRD”,
“FOURTH”, “FIFTH” and “SIXTH” above; and (c) to the extent that any amounts available for distribution pursuant to clause
“FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held
by the Administrative Agent in a cash collateral account and applied (i) first, to reimburse the Issuing Lender from time to time
for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other
obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section.
Notwithstanding the foregoing terms of this Section, only Collateral proceeds of the Domestic Credit Parties and payments
under the Guaranty (as opposed to ordinary course principal, interest and fee payments hereunder) shall be applied to obligations
under any Bank Product. Amounts distributed with respect to any Bank Product Debt shall be the last Bank Product Amount
reported to the Administrative Agent; provided that any such Bank Product Provider may provide an updated Bank Product
Amount to the Administrative Agent prior to payments made pursuant to this Section. The Administrative Agent shall have no
obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of
the amount (setting forth a reasonably detailed calculation) from the applicable Bank Product Provider. In the absence of such
notice, the Administrative Agent may assume the amount to be distributed is the Bank Product Amount last reported to the
Administrative Agent.
  
(a) Funding by Lenders; Presumption by Administrative Agent . Unless the Administrative Agent shall have received
written notice from a Lender prior to the proposed date of any Extension of Credit that such Lender will not make available to
the Administrative Agent such Lender's share of such Extension of Credit, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with this Agreement and may, in reliance upon such
assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of
the applicable Extension of Credit available to the Administrative Agent, then the applicable Lender and the Borrowers severally
agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day
from and including the date such amount is made available to the Borrowers to but excluding
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