Audiovox 2012 Annual Report Download - page 283

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other
Credit Document by or through any one or more sub ‑agents appointed by the Administrative Agent. The Administrative Agent and any
such sub‑agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.
The exculpatory provisions of this Article shall apply to any such sub ‑agent and to the Related Parties of the Administrative Agent and
any such sub‑agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for
herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct
of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that the
Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
 
The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit
Documents, and its obligations hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the
Administrative Agent:
(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is
continuing;
(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for herein or in the other Credit Documents), provided that the Administrative Agent shall not be required to
take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is
contrary to any Credit Document or applicable law, including for the avoidance of doubt any action that may be in violation of
the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a
Defaulting Lender in violation of any Debtor Relief Law; and
(c) shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to any Credit Party or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe
in good faith shall be necessary, under the circumstances as provided in Sections 9.1 and 7.2) or (ii) in the absence of its own gross
negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The
Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default except to the extent set forth in
Section 8.5.
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