Audiovox 2012 Annual Report Download - page 296

(c) Reimbursement by Lenders. To the extent that the Credit Parties for any reason fail to indefeasibly pay any
amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof),
the Issuing Lender, Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the
Administrative Agent (or any such sub-agent), the Issuing Lender, Swingline Lender or such Related Party, as the case may be,
such Lender's Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability
or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the
Issuing Lender or Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent), Issuing Lender or Swingline Lender in connection with such capacity.
(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, none of the parties
hereto or any Indemnitee shall assert, and each of them hereby waives, any claim against any other Person, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that such waiver shall not
apply to any parties or any Indemnitee's right to indemnification hereunder for losses, claims, penalties, damages, liabilities and
related expenses incurred by any party or Indemnitee as a result of a claim by any third party. No Indemnitee referred to in
paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other
materials distributed by it through telecommunications, electronic or other information transmission systems in connection with
this Agreement or the other Credit Documents or the Transactions.
(e) Payments. All amounts due under this Section shall be payable promptly/not later than five (5) days after demand
therefor.
(f) Survival. The agreements contained in this Section shall survive the resignation of the Administrative Agent, the
Swingline Lender and the Issuing Lender, the replacement of any Lender, the termination of the Commitments and the
repayment, satisfaction or discharge of the Credit Party Obligations.
  
(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrowers nor any
other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent
of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation
in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of paragraph (e)
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