Audiovox 2012 Annual Report Download - page 232

(b) Replacement of Lenders. If any Lender requests compensation under Section 2.14 or is unable to make LIBOR
Loans, or if the Borrowers are required 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 and, in each case, such Lender has declined or is unable to
designate a different lending office in accordance with Section 2.19(a), or if any Lender is a Defaulting Lender or a Non-
Consenting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate at par, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 9.6), all of its interests, rights (other than its existing rights to
payments pursuant to Section 2.14 or Section 2.16) and obligations under this Agreement and the related Credit Documents to
an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that:
(i) the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section
9.6;
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and
participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder
and under the other Credit Documents (including any amounts under Section 2.15) from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);
(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or
payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation
or payments thereafter;
(iv) such assignment does not conflict with applicable law; and
(v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable
assignee shall have consented to the applicable amendment, waiver or consent.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.
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(a) Cash Collateral. At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the
written request of the Administrative Agent, the Issuing Lender (with a copy to the Administrative Agent) or the Swingline
Lender (with a copy to the Administrative Agent), the U.S. Borrower shall Cash Collateralize all Fronting Exposure of the
Issuing Lender and the Swingline Lender with respect to such Defaulting Lender (determined after giving effect to Section
2.21(b) and any Cash Collateral provided by the Defaulting Lender).
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