Audiovox 2012 Annual Report Download - page 229

(h) Treatment of Certain Refunds. If any party determines, in its reasonable discretion exercised in good faith, that it has
received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.16 (including additional amounts
pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party,
shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such
refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the
indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which
would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the
indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be
construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it
deems confidential) to the indemnifying party or any other Person.
(i) Survival. Each party's obligations under this Section 2.16 shall survive the resignation or replacement of the
Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and
the repayment, satisfaction or discharge of all obligations under any Credit Document.
  
(a) In addition to its other obligations under Section 2.3, the Credit Parties hereby agree to protect, indemnify, pay and
save the Issuing Lender and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses,
costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender or such Lender may incur or be
subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender
to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “ Government
Acts”); provided that no such indemnification payment shall be required to the extent resulting from the gross negligence or
willful misconduct of the Issuing Lender or such Lender and no consequential or special damages shall be required to be paid.
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