Audiovox 2012 Annual Report Download - page 290

(vii) permit the Borrowers to assign or transfer any of its rights or obligations under this Agreement or other
Credit Documents without the written consent of all of the Lenders; or
(viii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request
of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as
appropriate; or
(ix) without the consent of Lenders holding at least a majority of the outstanding Revolving Commitments,
amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit
Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or
waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise
not be required to do so; or
(x) amend, modify or waive (A) the order in which Credit Party Obligations are paid or (B) the pro rata
sharing of payments by and among the Lenders, in each case in accordance with Section 2.11(b) or 9.7(b) or (C) the
provisions of Article XI without the written consent of each Lender directly affected thereby; or
(xi) amend, modify or waive any provision of Article VIII without the written consent of the Administrative
Agent; or
(xii) amend or modify the definition of Credit Party Obligations without the written consent of each Lender
directly affected thereby; or
(xiii) amend or modify the definition of Foreign Currency to add any additional currencies without the written
consent of each Lender directly affected thereby; or
(xiv) amend the definitions of “Hedging Agreement,” “Bank Product,” or “Bank Product Provider” without
the consent of any Bank Product Providerthat would be adversely affected thereby;
provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender
or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative
Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such
action.
Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the
Lenders and shall be binding upon the Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders
of the Notes. In the case of any waiver, the Borrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be
restored to their former position and rights hereunder and under the outstanding Loans and Notes and other Credit Documents, and any
Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent
or other Default or Event of Default, or impair any right consequent thereon.
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