Audiovox 2012 Annual Report Download - page 234

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity,
pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to
Section 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: , to
the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , to the
payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender or Swingline Lender
hereunder; , to Cash Collateralize the Issuing Lender's or Swingline Lender's Fronting Exposure in accordance
with Section 2.20; , as the Borrowers may request (so long as no Default or Event of Default exists), to the
funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as determined by the Administrative Agent; , if so determined by the Administrative Agent and the
Borrowers, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such
Defaulting Lender's potential future funding obligations with respect to Loans under this Agreement and (y) Cash
Collateralize the Issuing Lender's and the Swingline Lender's future Fronting Exposure with respect to such Defaulting
Lender with respect to future Letters of Credit issued under this Agreement in accordance with Section 2.20; , to
the payment of any amounts owing to the Lenders, the Issuing Lenders or Swingline Lenders as a result of any
judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lenders or Swingline Lenders against
such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; ,
so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of
any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result
of such Defaulting Lender's breach of its obligations under this Agreement; and , to such Defaulting Lender or as
otherwise directed by a court of competent jurisdiction; provided that if (A) such payment is a payment of the principal
amount of any Loans or LOC Obligations in respect of which such Defaulting Lender has not fully funded its
appropriate share and (B) such Loans were made or the related Letters of Credit were issued at a time when the
conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and
LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any
Loans of, or LOC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded
participations in LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the
Commitments under the applicable facility without giving effect to Section 2.21(a)(iv). Any payments, prepayments or
other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting
Lender or to post Cash Collateral pursuant to this Section 2.21(a)(ii) shall be deemed paid to and redirected by such
Defaulting Lender, and each Lender irrevocably consents hereto.
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