Audiovox 2012 Annual Report Download - page 231

 
Notwithstanding any other provision of this Credit Agreement, if any Change in Law shall make it unlawful for a Lender or its
LIBOR Lending Office to make or maintain LIBOR Rate Loans as contemplated by this Credit Agreement or to obtain in the interbank
eurodollar market through its LIBOR Lending Office the funds with which to make such Loans, (a) such Lender shall promptly notify
the Administrative Agent and the Company thereof, (b) the commitment of such Lender hereunder to make LIBOR Rate Loans or
continue LIBOR Rate Loans as such shall forthwith be suspended until the Administrative Agent shall forthwith give telephone notice
of such determination, confirmed in writing, to the Company and the Lenders that the condition or situation which gave rise to the
suspension shall no longer exist within two (2) Business Days thereof, and (c) such Lender's Loans then outstanding as LIBOR Rate
Loans, shall be converted on the last day of the Interest Period for such Loans or within such earlier period as required by law into
Alternate Base Rate Loans denominated in Dollars. The Borrowers hereby agree to promptly pay any Lender, upon its demand, any
additional amounts necessary to compensate such Lender for actual and direct costs (but not including anticipated profits) reasonably
incurred by such Lender in making any repayment in accordance with this Section including, but not limited to, any interest or fees
payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A certificate
(which certificate shall include a description of the basis for the computation) as to any additional amounts payable pursuant to this
Section submitted by such Lender, through the Administrative Agent, to the Company shall be conclusive in the absence of manifest
error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office) to avoid or to
minimize any amounts which may otherwise be payable pursuant to this Section; provided, however, that such efforts shall not cause
the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be
material.
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(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or requires
the Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.16, then such Lender shall (at the request of the Company) use reasonable efforts
to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) would
not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.
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