Audiovox 2012 Annual Report Download - page 285

  
Each Lender and the Issuing Lender expressly acknowledges that neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates has made any representation or warranty to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of any Credit Party, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender. Each Lender and the Issuing Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender and the Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit Document or any
related agreement or any document furnished hereunder or thereunder.
 
The Lenders agree to indemnify the Administrative Agent, the Issuing Lender, and the Swingline Lender in its capacity
hereunder and their Affiliates and their respective officers, directors, agents and employees (to the extent not reimbursed by the Credit
Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective Commitment Percentages
in effect on the date on which indemnification is sought under this Section, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Credit Party Obligations) be imposed on, incurred by or asserted
against any such indemnitee in any way relating to or arising out of any Credit Document or any documents contemplated by or referred
to herein or therein or the Transactions or any action taken or omitted by any such indemnitee under or in connection with any of the
foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from such indemnitee's gross
negligence or willful misconduct, as determined by a court of competent jurisdiction. The agreements in this Section shall survive the
termination of this Agreement and payment of the Notes, any Reimbursement Obligation and all other amounts payable hereunder.
  
The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Credit Parties or any
Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.
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