Audiovox 2012 Annual Report Download - page 295

Transactions shall be consummated), (ii) all reasonable out ‑of‑pocket expenses incurred by the Issuing Lender and the
Swingline Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or Swingline Loan
or any demand for payment thereunder and (iii) all out ‑of‑pocket expenses incurred by the Administrative Agent, any Lender,
the Issuing Lender or the Swingline Lender (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender, the Swingline Lender or the Issuing Lender), and shall pay all fees and time charges for
attorneys who may be employees of the Administrative Agent, any Lender, the Issuing Lender or the Swingline Lender, in
connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Credit
Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued
hereunder, including all such out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of
such Loans or Letters of Credit.
(b) Indemnification by the Credit Parties. The Credit Parties shall indemnify the Administrative Agent (and any sub-
agent thereof), each Lender, the Issuing Lender and the Swingline Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an “ Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses,
claims, penalties, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any
Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for
attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any
third party or by the Borrowers or any other Credit Party arising out of, in connection with, or as a result of (i) the execution or
delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the
Transactions, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by
the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such
demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of
Materials of Environmental Concern on or from any property owned or operated by any Credit Party or any of its Subsidiaries,
or any liability under Environmental Law related in any way to any Credit Party or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any
other theory, whether brought by a third party or by the Borrowers or any other Credit Party and regardless of whether any
Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This section (b)
shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from non-Tax claim.
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