Audiovox 2012 Annual Report Download - page 236

(v) Cash Collateral, Repayment of Swingline Loans . If the reallocation described in clause (iv) above cannot,
or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder
or under law, (x) , prepay Swingline Loans in an amount equal to the Swingline Lender's Fronting Exposure and (y)
, Cash Collateralize the Issuing Lender's Fronting Exposure in accordance with the procedures set forth in
Section 2.20.
(b) Defaulting Lender Cure. If the Borrowers, the Administrative Agent, the Swingline Lender and the Issuing
Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties
hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may
include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion
of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary
to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis
by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.21(a)(iv)), whereupon such
Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees
accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to
Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender's having been a
Defaulting Lender.
(c) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender
shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect
to such Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit
unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.
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To induce the Lenders to enter into this Agreement and to make the Extensions of Credit herein provided for, the Credit Parties
hereby represent and warrant to the Administrative Agent and to each Lender that:
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