Audiovox 2012 Annual Report Download - page 319

  
Whenever, at any time after the relevant Lenders have received from any other Lenders purchases of participations pursuant to
this Article XI and the various Lenders receive any payment on account thereof, such Lenders will distribute to the Administrative
Agent, for the account of the various Lenders participating therein, such Lenders' participating interests in such amounts (appropriately
adjusted, in the case of interest payments, to reflect the period of time during which such participations were outstanding) in like funds
as received; provided, however, that in the event that such payment received by any Lenders is required to be returned, the Lenders
who received previous distributions in respect of their participating interests therein will return to the respective Lenders any portion
thereof previously so distributed to them in like funds as such payment is required to be returned by the respective Lenders.
  
Each Lender's obligation to purchase participating interests pursuant to this Article XI shall be absolute and unconditional and
shall not be affected by any circumstance including, without limitation, (a) any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against any other Lender, any Credit Party or any other Person for any reason whatsoever, (b) the
occurrence or continuance of a Default or an Event of Default, (c) any adverse change in the condition (financial or otherwise) of any
Credit Party or any other Person, (iv) any breach of this Agreement by any Credit Party, any Lender or any other Person, or (v) any
other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
 
Notwithstanding anything to the contrary contained elsewhere in this Agreement, upon any purchase of participations as
required above, (a) each Lender which has purchased such participations shall be entitled to receive from the Credit Parties any increased
costs and indemnities (including, without limitation, pursuant to Section 2.14, 2.15, 2.16, 2.17, 2.18 and 9.5) directly from the Credit
Parties to the same extent as if it were the direct Lender as opposed to a participant therein and (b) each Lender which has sold such
participations shall be entitled to receive from the Credit Parties indemnification from and against any and all Taxes imposed as a result of
the sale of the participations pursuant to this Article XI. Each Credit Party acknowledges and agrees that, upon the occurrence of a
Sharing Event and after giving effect to the requirements of this Article XI, increased Taxes may be owing by it pursuant to
Section 2.16, which Taxes shall be paid (to the extent provided in Section 2.16) by the respective Credit Party or Credit Parties, without
any claim that the increased Taxes are not payable because some resulted from the participations effected as otherwise required by this
Article XI.
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