Audiovox 2012 Annual Report Download - page 225

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(a) Issuing Lender. For purposes of this Section 2.16, the term “Lender” includes the Issuing Lender.
(b) Payments Free of Taxes. (i) Any and all payments by or on account of any obligation of any Domestic Credit Party
under any Credit Document shall be made free and clear of and without deduction or withholding for any Taxes, except as
required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent)
requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable
Withholding Agent shall make such deduction and timely pay the full amount deducted to the relevant Governmental Authority
in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Domestic
Credit Party shall be increased as necessary so that after making such deductions (including such deductions applicable to
additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received
had no such deductions been made.
(ii) Any and all payments by or on account of any obligation of any Foreign Credit Party under any Credit Document
shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If any
applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or
withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall make such
deduction and timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law
and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Foreign Credit Party shall be increased as
necessary so that after making such deductions (including such deductions applicable to additional sums payable under this
Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deductions been made.
The obligations of the Foreign Borrower under this Section shall not apply with regard to parties who become Lenders after the
Primary Syndication if and to the extent such Lender is subject to taxation in Germany either (A) due to having its seat or a
permanent establishment or permanent representative in Germany or (B) due to the fact that the Obligations under this
Agreement are secured by an encumbrance over real estate ( ) located in Germany and interest
owed to such Lender is not exempted from German taxation under a double taxation treaty.
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