Audiovox 2012 Annual Report Download - page 297

of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.
(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to
it); provided that any such assignment shall be subject to the following conditions:
(i) Minimum Amounts.
(A) in the case of an assignment of the entire remaining amount of the assigning Lender's
Commitment and the Loans at the time owing to it or contemporaneous assignments to related Approved Funds
that equal at least the amount specified in paragraph (b)(i)(B) or in the case of an assignment to a Lender, an
Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B) in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment
is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of
the Trade Date) shall not be less than $1,000,000, in the case of any assignment in respect of any portion of the
Revolving Facility, or $1,000,000, in the case of any assignment in respect of any portion of the Term Loan
Facility (provided, however, that simultaneous assignments shall be aggregated in respect of a Lender and its
Approved Funds), unless each of the Administrative Agent and, so long as no Event of Default has occurred and
is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed).
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