Audiovox 2012 Annual Report Download - page 287

(d) Any resignation by Wells Fargo, as Administrative Agent pursuant to this Section, shall also constitute its
resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring Issuing Lender and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all
of their respective duties and obligations hereunder or under the other Credit Documents, and (iii) the successor Issuing Lender
shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make
other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender
with respect to such Letters of Credit.
(e) The parties hereto acknowledge and agree that for the purpose of any Dutch Security Document, any resignation
by the Administrative Agent is not effective until its contractual relationship under the Dutch Parallel Debt, including all of its
rights and obligations thereunder, is transferred to a successor Administrative Agent. The Administrative Agent will reasonably
cooperate in assigning its rights and obligations under the Dutch Parallel Debt to the successor Administrative Agent and will
reasonably cooperate in transferring all rights under the Dutch Security Documents to the successor Administrative Agent. The
Administrative Agent that is resigning, the successor Administrative Agent, and each relevant Credit Party shall execute all
documents necessary to ensure that the successor Administrative Agent obtains valid Dutch law Collateral similar to the
previously existing Dutch Collateral.
 
(a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent:
(i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit
Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than
contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred
or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or
(C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders;
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