Audiovox 2012 Annual Report Download - page 221

the date of payment to the Administrative Agent, at the interest rate applicable to the Loans funded to the Borrowers. If the
Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period.
If such Lender pays its share of the applicable Extension of Credit to the Administrative Agent, then the amount so paid shall
constitute such Lender's Loan included in such Extension of Credit. Any payment by the Borrowers shall be without prejudice
to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(b) Payments by Borrowers; Presumptions by Administrative Agent . Unless the Administrative Agent shall have
received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account
of the Lenders or the Issuing Lender hereunder that the Borrowers will not make such payment, the Administrative Agent may
assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrowers
have not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to
repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender, with
interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to
the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.
A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under
subsections (a) and (b) of this Section shall be conclusive, absent manifest error.
(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any
Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available
to the Borrowers by the Administrative Agent because the conditions to the applicable Extension of Credit set forth in Article IV
are not satisfied or waived in accordance with the terms thereof, the Administrative Agent shall return such funds (in like funds
as received from such Lender) to such Lender on the date that the Administrative Agent determines such conditions are not
satisfied or waived, without interest.
(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving
Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.5(c) are
several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment
under Section 9.5(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so
on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its
participation or to make its payment under Section 9.5(c).
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